SEC Form 4 · accession 0001209191-18-060934

Nielsen Holdings plc · NLSN

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

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Dec 3, 2018

Accepted (ET)

Dec 4, 2018 · 5:08 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 Stock^F1	Dec 3, 2018	A	487,505	$0.00	A	487,505	D
Common Stock^F2	Dec 3, 2018	A	54,285	$0.00	A	541,790	D

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)^F3	$25.79	Dec 3, 2018	A	367,031	A	—	Dec 3, 2025	Common Stock	367,031	367,031	D
Options to Purchase Common Stock (right to buy)^F4	$40.00	Dec 3, 2018	A	750,000	A	—	Dec 3, 2025	Common Stock	750,000	750,000	D

F1Represents restricted stock units of the Issuer, which ratably vest in three equal annual installments beginning on December 31, 2019.
F2Represents restricted stock units of the Issuer, which vest on December 3, 2021.
F3These options to purchase shares of common stock are subject to both performance and time vesting requirements. The performance vesting requirement will be satisfied upon the Issuer's common stock achieving a closing market price per share of at least $32.24 for a period of at least 21 consecutive trading days before December 31, 2021. The time vesting requirement will be satisfied in three equal annual installments beginning on December 31, 2019.
F4Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over 3 years beginning one year after the grant date (December 3, 2018).