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^*

Llamas Roberto

(Last)

(First)

(Middle)

770 BROADWAY

(Street)

NEW YORK

10003

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Human Resources 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	93,750	D

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)
Options to purchase common stock (right to buy)	⁽¹⁾	02/02/2017	Common Stock	140,625	$16	D
Options to purchase common stock (right to buy)	⁽²⁾	02/02/2017	Common Stock	113,906	$16	D
Options to purchase common stock (right to buy)	⁽¹⁾	02/02/2017	Common Stock	23,438	$32	D
Options to purchase common stock (right to buy)	⁽³⁾	02/02/2017	Common Stock	18,984	$32	D
Options to purchase common stock (right to buy)	⁽⁴⁾	03/18/2020	Common Stock	62,500	$18.4	D

Explanation of Responses:

1. Represents options to purchase shares of common stock of the Issuer, of which 81% are vested and the remaining 19% will vest on December 31, 2011.

2. Represents options to purchase shares of common stock of the Issuer, of which 7,031 vested on the grant date (December 31, 2006), 26,719 vested on December 31, 2007 and 26,719 vested on December 31, 2009. An additional 26,719 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 26,718 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.

3. Represents options to purchase shares of common stock, of which 1,172 vested on the grant date (December 31, 2006), 4,453 vested on December 31, 2007 and 4,453 vested on December 31, 2009. An additional 4,453 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 4,453 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.

4. Represents options to purchase shares of common stock of the Issuer, which vest in three equal installments on March 18, 2011, 2012 and 2013.

Remarks:

Exhibit List: Exhibit 24 - Confirming Statement

	/s/ Harris Black, authorized signatory	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).
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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