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^*

TAVOLIERI GIOVANNI

(Last)

(First)

(Middle)

C/O NIELSEN HOLDINGS PLC

85 BROAD STREET

(Street)

NEW YORK

10004

(City)

(State)

(Zip)

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

3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings plc [ NLSN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Global President Operations

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	10,272⁽¹⁾	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	⁽²⁾	07/26/2022	Common Stock	3,750	$27.98	D
Options to purchase Common Stock	⁽³⁾	09/25/2023	Common Stock	5,000	$36.56	D
Options to purchase Common Stock	⁽⁴⁾	10/29/2024	Common Stock	12,000	$41.92	D
Options to purchase Common Stock	⁽⁵⁾	10/28/2025	Common Stock	15,394	$48.35	D

Explanation of Responses:

1. Includes (a) 1,126 restricted shares of the Issuer, which vest on February 10, 2016; (b) 2,828 restricted stock units of the Issuer, which vest in two annual installments on February 12, 2016 and 2017; (c) 1,120 restricted stock units of the Issuer, which vest on July 26, 2016; (d) 1,051 restricted stock units of the Issuer, which vest in two annual installments on September 25, 2016 and 2017; (e) 1,546 restricted stock units of the Issuer, which vest in three annual installments on October 29, 2016, 2017 and 2018; and (f) 2,601 restricted stock units of the Issuer, which vest in four annual installments on October 28, 2016, 2017, 2018 and 2019.

2. Reflects a grant of options to purchase 15,000 shares, which vest in four equal annual installments on July 26, 2013, 2014, 2015 and 2016.

3. Reflects a grant of options to purchase 10,000 shares, which vest in four equal annual installments on September 5, 2014, 2015, 2016 and 2017.

4. Reflects a grant of options to purchase 12,000 shares, which vest in four equal annual installments on October 29, 2015, 2016, 2017 and 2018.

5. Reflects a grant of options to purchase 15,394 shares, which vest in four equal annual installments on October 28, 2016, 2017, 2018 and 2019.

Remarks:

	/s/ Harris Black, Authorized Signatory	01/11/2016
	** 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).
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