SEC Form 4 · accession 0001209191-16-136295

Nielsen Holdings plc · NLSN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

David L Calhoun

Director

Period of report

Aug 8, 2016

Accepted (ET)

Aug 10, 2016 · 2:36 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001492633

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock	Aug 8, 2016	M	281,648	$30.19	A	1,117,653	D
Common Stock^F1	Aug 8, 2016	S	281,648	$52.93	D	836,005	D
Common Stock	Aug 9, 2016	M	237,500	$36.56	A	1,073,505	D
Common Stock^F2	Aug 9, 2016	S	237,500	$52.93	D	836,005	D
Common Stock	Aug 9, 2016	M	58,172	$30.19	A	894,177	D
Common Stock^F3	Aug 9, 2016	S	58,172	$52.90	D	836,005	D
Common Stock^F4	holding	—	—		—	100,000	I	By Trusts

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options to Purchase Common Stock (right to buy)^F5	$30.19	Aug 8, 2016	M	281,648	D	—	May 11, 2018	Common Stock	281,648	368,352	D
Options to Purchase Common Stock (right to buy)^F6	$36.56	Aug 9, 2016	M	237,500	D	—	Sep 25, 2020	Common Stock	237,500	237,500	D
Options to Purchase Common Stock (right to buy)^F5	$30.19	Aug 9, 2016	M	58,172	D	—	May 11, 2018	Common Stock	58,172	310,180	D

Explanation of responses

F1The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.56 to $53.24, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.67 to $53.20, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F3The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.68 to $52.965, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
F4The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest therein.
F5These options to purchase shares of common stock are currently vested and exercisable.
F6Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over 4 years beginning one year after the date of grant (September 25, 2013).