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* Blackstone Capital Partners (Cayman) V L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/25/2011	3. Issuer Name and Ticker or Trading Symbol Nielsen Holdings N.V. [ NLSN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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	25,866,424	I	See footnotes(1)(8)
Common Stock	813,928	I	See footnotes(2)(8)
Common Stock	167,557	I	See footnotes(3)(8)
Common Stock	23,947,827	I	See footnotes(4)(8)
Common Stock	2,051,067	I	See footnotes(5)(8)
Common Stock	413,945	I	See footnotes(6)(8)
Common Stock	1,834,613	I	See footnotes(7)(8)

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)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Blackstone Capital Partners (Cayman) V L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone Family Investment Partnership (Cayman) V L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone Participation Partnership (Cayman) V L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone Capital Partners (Cayman) V-A, L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP (Cayman) V-S L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BCP V Co-Investors (Cayman) L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone Management Associates (Cayman) V L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone LR Associates (Cayman) V Ltd. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Blackstone Family Investment Partnership (Cayman) V-SMD L.P. (Last) (First) (Middle) C/O THE BLACKSTONE GROUP 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* SCHWARZMAN STEPHEN A (Last) (First) (Middle) C/O THE BLACKSTONE GROUP L.P. 345 PARK AVENUE (Street) NEW YORK NY 10154 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. The securities are held by Blackstone Capital Partners (Cayman) V L.P. ("BCP V") through Valcon Acquisition Holding (Luxembourg) S.?? r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco").

2. The securities are held by Blackstone Family Investment Partnership (Cayman) V L.P. ("BFIP V") through Luxco.

3. The securities are held by Blackstone Participation Partnership (Cayman) V L.P. ("BPPV") through Luxco.

4. The securities are held by Blackstone Capital Partners (Cayman) V-A, L.P. ("BCP V-A") through Luxco.

5. The securities are held by BCP (Cayman) V-S L.P. ("BCP V-S") through Luxco.

6. The securities are held by BCP V Co-Investors (Cayman) L.P. ("BCPVC") through Luxco.

7. The securities are held by Blackstone Family Investment Partnership (Cayman) V-SMD L.P. ("BFIP V-SMD") through Luxco.

8. Blackstone Management Associates (Cayman) V, L.P. ("BMA") is the general partner of each of BCP V, BFIP V, BPPV, BCP V-A, BCP V-S, BCPVC and BFIP V-SMD. Blackstone LR Associates (Cayman) V Ltd. ("BLRA") is the general partner of BMA. Mr. Stephen A. Schwarzman is director and controlling person of BLRA.

Remarks:

Each of the Reporting Persons disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein.

	/s/ Robert Reid, Authorized Person for Blackstone Capital Partners (Cayman) V L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone Family Investment Partnership (Cayman) V L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone Participation Partnership (Cayman) V L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone Capital Partners (Cayman) V-A, L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for BCP (Cayman) V-S L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for BCP V Co-Investors (Cayman) L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone Management Associates (Cayman) V, L.P.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone LR Associates (Cayman) V Ltd.	01/25/2011
	/s/ Robert Reid, Authorized Person for Blackstone Family Investment Partnership (Cayman) V-SMD L.P.	01/25/2011
	/s/ Stephen A. Schwarzman	01/25/2011
	** 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).
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