SEC Form 4 · accession 0001209191-17-003664
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 5, 2016
Accepted (ET)
Jan 13, 2017 · 4:17 pm EST
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 StockF1 | Aug 5, 2016 | M | 50,809 | $18.40 | A | 687,730 | D | |
| Common StockF2,F1 | Aug 5, 2016 | S | 50,809 | $53.07 | D | 636,921 | D | |
| Common StockF1 | Aug 5, 2016 | M | 310,180 | $30.19 | A | 947,101 | D | |
| Common StockF3,F1 | Aug 5, 2016 | S | 310,180 | $52.92 | D | 636,921 | D | |
| Common StockF4 | 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 | $18.40 | Aug 5, 2016 | M | 50,809 | D | — | Feb 25, 2020 | Common Stock | 50,809 | 0 | D |
| Options to Purchase Common Stock (right to buy)F5 | $30.19 | Aug 5, 2016 | M | 310,180 | D | — | May 11, 2018 | Common Stock | 310,180 | 0 | D |
Explanation of responses
- F1The total amount reported as beneficially owned in Column 5 is as of the date hereof.
- F2The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.91 to $53.22, 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 $52.74 to $53.05, 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.
Remarks
Exhibit 24 - Confirming Statement