SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Williams Roslynn

(Last)

(First)

(Middle)

103 JFK PARKWAY

(Street)

SHORT HILLS

07078

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/01/2016

3. Issuer Name and Ticker or Trading Symbol
DUN & BRADSTREET CORP/NW [ DNB ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief People Officer

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	251⁽¹⁾	D
Common Stock	167⁽²⁾	D
Common Stock	21.6882	I	HELD IN ESPP⁽³⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Leveraged Restricted Stock Units	⁽⁴⁾	03/02/2018	Common Stock	251	⁽⁴⁾	D
Leveraged Restricted Stock Units	⁽⁴⁾	04/01/2018	Common Stock	167	⁽⁴⁾	D

Explanation of Responses:

1. Grant of restricted stock units issued on 3/2/2015 which will vest in three equal installments: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.

2. Grant of restricted stock units issued on 4/1/2015 which will vest in three equal installments: 1/3 on the first anniversary of the date of grant, 1/3 on the second anniversary of the date of grant, and 1/3 on the third anniversary of the date of grant.

3. Held in the issuer's employee stock purchase plan (ESPP) as of 2/11/2016.

4. Each performance share represents a contingent right for the reporting person to receive, on each of the first, second and third anniversaries of the date of the grant, a distribution of common stock equal to 0% to 200% of 1/3 of the reported target performance shares based on the issuer's stock price performance during the designated performance periods, as follows: the first distribution is tied to the issuer's one-year stock price performance (1/1/2015 - 12/31/2015; the second distribution is tied to the issuer's two-year stock price performance (1/1/2015 - 12/31/2016); and the third distribution is tied to the issuer's three-year stock price performance (1/1/2015 - 12/31/2017).

Remarks:

	/s/ Karen K. Pettiford-Wilson for Roslynn Williams by POA previously filed	02/11/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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