SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 3)*

Nielsen Holdings plc

(Name of Issuer)

Ordinary shares, par value €0.07 per share

(Title of Class of Securities)

G6518L108

(CUSIP Number)

The WindAcre Partnership LLC

2200 Post Oak Blvd

Suite 1580

Houston, TX 77056

with a copy to:

Eleazer Klein, Esq.

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

April 5, 2022

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. G6518L108 Schedule 13D/A Page 2 of 6 Pages

1	NAME OF REPORTING PERSON The WindAcre Partnership LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT   TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 34,555,300
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,555,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61%
14	TYPE OF REPORTING PERSON IA

CUSIP No. G6518L108 Schedule 13D/A Page 3 of 6 Pages

1	NAME OF REPORTING PERSON The WindAcre Partnership Master Fund LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 34,555,300
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,555,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61%
14	TYPE OF REPORTING PERSON PN

CUSIP No. G6518L108 Schedule 13D/A Page 4 of 6 Pages

1	NAME OF REPORTING PERSON Snehal Rajnikant Amin
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) ¨ (b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States of America
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	7	SOLE VOTING POWER -0-
	8	SHARED VOTING POWER 34,555,300
	9	SOLE DISPOSITIVE POWER -0-
	10	SHARED DISPOSITIVE POWER 34,555,300
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 34,555,300
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES			¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.61%
14	TYPE OF REPORTING PERSON IN

CUSIP No. G6518L108 Schedule 13D/A Page 5 of 6 Pages

The following constitutes Amendment No. 3 (this "Amendment No. 3") to the Schedule 13D filed by the undersigned on March 14, 2022 with respect to the Ordinary Shares of the Issuer (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on March 21, 2022 (“Amendment No. 1”), and Amendment No. 2 to the Original Schedule 13D, filed with the SEC on March 30, 2022 (“Amendment No. 2,” together with the Original Schedule 13D, Amendment No. 1 and this Amendment No. 3, the “Schedule 13D”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 3 have the meanings set forth in the Schedule 13D. This Amendment No. 3 amends Items 4 and 7, as set forth below.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:

On March 30, 2022, the Reporting Persons filed Amendment No. 2 to disclose that they were evaluating potential courses of actions with respect to the Transaction.

After careful evaluation, the Reporting Persons have concluded that they oppose the Transaction and will take steps to attempt to block the Transaction. As more fully set forth in Item 4 of the Original Schedule 13D, such steps may include, but are not limited to, purchasing securities of the Issuer, voting against the Transaction, communicating with other shareholders or third parties, and proposing corporate resolutions.

In connection with the foregoing, the Reporting Persons have heard from unaffiliated market participants, whom they believe to be reliable, information shared by the private equity consortium sponsoring the Transaction (collectively, the “Consortium”) regarding the Consortium’s intentions with respect to the Transaction. Specifically, and consistent with the Issuer's press release announcing the Transaction and the terms set forth in the definitive agreement governing the Transaction, the Consortium has indicated to such market participants that it is preparing to, or is prepared to, proceed with a tender offer, if the Consortium believes or determines that the Reporting Persons may or will block the consummation of the Transaction by means of a scheme of arrangement. Further, the Reporting Persons believe, including in light of conversations with the aforementioned market participants, that, in the event that the Consortium is able to acquire a simple majority of the Ordinary Shares through such tender offer, the Consortium may attempt to voluntarily delist the Ordinary Shares from trading on the New York Stock Exchange (“NYSE”). In such case, the Reporting Persons would view the tender offer as being coercive. Therefore, on April 5, 2022, Master Fund submitted to the Issuer the requisition notice attached hereto as Exhibit C, aimed at restricting the ability of a controlling shareholder to cause the delisting of the Ordinary Shares from trading on the NYSE (the “Special Resolution”). The foregoing summary of the Special Resolution is not complete and is qualified in its entirety by reference to the full text of the Special Resolution, which is attached as Exhibit C hereto and is incorporated herein by reference.

Item 7.	EXHIBIT
Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:
Exhibit C	Special Resolution

CUSIP No. G6518L108 Schedule 13D/A Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: April 6, 2022

the windacre partnership LLC

/s/ Snehal Amin

Name:  Snehal Amin

Title:    Managing Member

the windacre partnership master fund Lp

By:  The WindAcre Partnership LLC

/s/ Snehal Amin

Name:  Snehal Amin

Title:    Managing Member

/s/ Snehal Amin

SNEHAL AMIN

EX-99

	2200 Post Oak Boulevard
The WindAcre Partnership	Suite 1580
	Houston, TX  77056

EXHIBIT C

The Directors

Nielsen Holdings plc

5th Floor Endeavour House, 189 Shaftesbury Avenue, London, WC2H 8JR

April 5, 2022

Dear Sirs

Request to circulate a resolution at the next annual general meeting (AGM) of Nielsen Holdings plc (Company) under s 338 Companies Act 2006 (CA 2006)

Pursuant to s 338 CA 2006, we, the undersigned, being a member representing not less than 5% of the total voting rights of all the members who have a right to vote on the resolution below at the AGM, require you to give to members of the Company entitled to receive notice of the AGM, notice of the following resolution which may properly be moved and is intended to be moved at the AGM, and which is being proposed as a special resolution:

SPECIAL RESOLUTION

THAT, in relation to the Company's listing on the New York Stock Exchange (the “NYSE”), and without prejudice to the powers of the NYSE generally to direct, in its sole discretion and pursuant to the rules and regulations of the NYSE, the cancellation of the Company's shares from trading on the NYSE, the directors of the Company, from time to time, are directed not to: (a) apply for or request the cancellation of the Company's shares from trading on the NYSE, or (b) take, or refrain from taking, any action which would or could cause, or which would or could reasonably be expected to cause, the NYSE to direct the cancellation of the Company’s shares from trading on the NYSE, except, in either case, in circumstances where the directors of the Company have first obtained the prior approval of the members of the Company by way of special resolution.

Pursuant to s 314(1) CA 2006, we, the undersigned, being a member representing not less than 5% of the total voting rights of all the members who have a relevant right to vote (as set out in s 314(3)), also require the Company to circulate with the above resolution the following statement with respect to the matter referred to in the resolution:

We believe Nielsen’s minority shareholders should have the power to restrict the ability of one or more future controlling shareholders holding less than 75% of the Company’s shares from de-listing the Company from the New York Stock Exchange. As it stands today, without the special resolution we are proposing, one or more shareholders owning 50% of the shares plus one could replace the entire Board of the Company and unilaterally procure the de-listing of the Company from the New

The WindAcre Partnership 2200 Post Oak Boulevard Suite 1580 Houston, TX 77056

York Stock Exchange, leaving what could be a very significant minority of shareholders holding un-listed shares. Unchecked, the use of such power, or the threat of its use, could influence shareholders in the Company to tender their shares at a price they might otherwise deem inadequate. Under the Companies Act 2006, a supermajority of at least 75% is effectively required to compulsorily acquire any remaining shares held by minority shareholders (for example, through the minimum voting requirements to effect a Court-approved Scheme of Arrangement). This proposed special resolution provides that same supermajority threshold be extended to any proposed de-listing of the Company, given that, for many shareholders, de-listing will have the same practical effect of being "squeezed-out", taking away the market which provides much of the value to their shareholding and guarantees the free transferability of shares, effectively leaving such shareholders with little option but to sell their Nielsen shares against their better judgement.

We urge you to vote FOR this resolution.

We, the undersigned, undertake to pay a sum which is reasonably sufficient to meet the expenses of the Company in giving effect to the requisition to circulate the resolution pursuant to s 340(2)(b) of the CA 2006 and the statement pursuant to s 314 of the CA 2006.

Signed by:

Name and address of member	Signature	No of shares held	Date
The Windacre Partnership Master Fund LP 89 Nexus Way, Camana Bay, Grand Cayman, KY1-9009, Cayman Islands	/s/ Snehal Amin ………………………………………. duly authorised for and on behalf of The Windacre Partnership Master Fund LP	34,555,300	5 Apr 2022