0000902664-22-003791.txt : 20220803 0000902664-22-003791.hdr.sgml : 20220803 20220803171028 ACCESSION NUMBER: 0000902664-22-003791 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220803 DATE AS OF CHANGE: 20220803 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Nielsen Holdings plc CENTRAL INDEX KEY: 0001492633 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 980662038 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86637 FILM NUMBER: 221133601 BUSINESS ADDRESS: STREET 1: 675 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: (410) 717-7134 MAIL ADDRESS: STREET 1: 675 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10010 FORMER COMPANY: FORMER CONFORMED NAME: Nielsen N.V. DATE OF NAME CHANGE: 20140506 FORMER COMPANY: FORMER CONFORMED NAME: Nielsen Holdings N.V. DATE OF NAME CHANGE: 20110124 FORMER COMPANY: FORMER CONFORMED NAME: Nielsen Holdings B.V. DATE OF NAME CHANGE: 20100524 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WINDACRE PARTNERSHIP LLC CENTRAL INDEX KEY: 0001599383 IRS NUMBER: 462439914 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 2200 POST OAK BOULEVARD STREET 2: SUITE 1580 CITY: HOUSTON STATE: TX ZIP: 77056 BUSINESS PHONE: 713-623-7700 MAIL ADDRESS: STREET 1: 2200 POST OAK BOULEVARD STREET 2: SUITE 1580 CITY: HOUSTON STATE: TX ZIP: 77056 SC 13D/A 1 p22-1944sc13da.htm NIELSEN HOLDINGS PLC
SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 11)*
 

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)
 

August 1, 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. G6518L108Schedule 13D/APage 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

98,186,880

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,186,880

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,186,880

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. G6518L108Schedule 13D/APage 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

98,186,880

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,186,880

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,186,880

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. G6518L108Schedule 13D/APage 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

98,186,880

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,186,880

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,186,880

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. G6518L108Schedule 13D/APage 5 of 6 Pages

 

 

The following constitutes Amendment No. 11 (this "Amendment No. 11") 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"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on March 30, 2022 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on April 6, 2022 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on April 8, 2022 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on April 11, 2022 ("Amendment No. 5"), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on April 14, 2022 ("Amendment No. 6"), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on April 18, 2022 ("Amendment No. 7"), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on April 25, 2022 ("Amendment No. 8"), Amendment No. 9 to the Original Schedule 13D, filed with the SEC on April 26, 2022 ("Amendment No. 9"), and Amendment No. 10 to the Original Schedule 13D, filed with the SEC on May 4, 2022 ("Amendment No. 10," together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8, Amendment No. 9 and this Amendment No. 11, the "Schedule 13D"). This Amendment No. 11 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 11 have the meanings set forth in the Schedule 13D. This Amendment No. 11 amends Items 4 and 5(a)-(c), as set forth below.

 

 

Item 4. PURPOSE OF THE TRANSACTION
   
Item 4 of the Schedule 13D is hereby amended and supplemented by the addition of the following:
   
On August 1, 2022, Master Fund completed a bona fide gift of 10 shares in record name to each of an aggregate of 322 individuals, for a total of 3,220 Ordinary Shares.
     

 

Item 5. INTEREST IN SECURITIES OF THE ISSUER
   
Items 5(a)-(c) of the Schedule 13D are hereby amended and restated as follows:
 
(a) See rows (11) and (13) of the cover pages to this Schedule 13D for the aggregate number of Ordinary Shares and percentage of the outstanding Ordinary Shares beneficially owned by the Reporting Persons.  The aggregate percentage of Ordinary Shares reported beneficially owned by the Reporting Persons is based upon 359,834,341 Ordinary Shares outstanding as of June 30, 2022, as disclosed in the Issuer's quarterly report on Form 10-Q for the quarterly period ended June 30, 2022, filed with the SEC on July 27, 2022.
   
(b) See rows (7) through (10) of the cover pages to this Schedule 13D for the number of Ordinary Shares as to which the Reporting Persons have the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
   
(c) Other than as set forth in Item 4, no transactions in the Ordinary Shares were effected in the past sixty (60) days by the Reporting Persons.

 

 

 

CUSIP No. G6518L108Schedule 13D/APage 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: August 3, 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