0000905729-22-000036.txt : 20220210 0000905729-22-000036.hdr.sgml : 20220210 20220210103838 ACCESSION NUMBER: 0000905729-22-000036 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20220210 DATE AS OF CHANGE: 20220210 GROUP MEMBERS: CLARKSTON CAPITAL PARTNERS, LLC GROUP MEMBERS: CLARKSTON COMPANIES, INC. GROUP MEMBERS: GERALD W. HAKALA GROUP MEMBERS: JEFFREY A. HAKALA GROUP MEMBERS: JEREMY J. MODELL GROUP MEMBERS: MODELL CAPITAL LLC 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 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-86637 FILM NUMBER: 22611878 BUSINESS ADDRESS: STREET 1: 675 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10010 BUSINESS PHONE: (646) 654-5000 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: Clarkston Capital Partners, LLC CENTRAL INDEX KEY: 0001562855 IRS NUMBER: 830473650 STATE OF INCORPORATION: MI FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 91 WEST LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 BUSINESS PHONE: 248-723-8000 MAIL ADDRESS: STREET 1: 91 WEST LONG LAKE ROAD CITY: BLOOMFIELD HILLS STATE: MI ZIP: 48304 FORMER COMPANY: FORMER CONFORMED NAME: Clarkston Capital Partners LLC DATE OF NAME CHANGE: 20121126 SC 13G/A 1 nielsensc13ga1_021022.htm SC 13G/A#1 - NIELSEN HOLDINGS PLC AND CCP

Page 1 of 13

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934
(Amendment No. 1)*

 

Nielsen Holdings plc
(Name of Issuer)
 
Common Stock
(Title of Class of Securities)
 
 
G6518L108
(CUSIP Number)
 
December 31, 2021
(Date of Event Which Requires Filing of this Statement)

 

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

[X] Rule 13d-1(b)

[   ] Rule 13d-1(c)

[   ] Rule 13d-1(d)

 

 

 

* 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 the disclosures provided in a prior cover page.

 

The information required in 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 Page 2 of 13

 

(1) Names of Reporting Persons
   
 

Clarkston Capital Partners, LLC

 

   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  Michigan limited liability company
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 0  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 0  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,675,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%1
   

 

(12) Type of Reporting Person (see instructions)
   
  IA
   

 

________________________

1 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 

 

CUSIP No. G6518L108 Page 3 of 13

 

(1) Names of Reporting Persons
   
 

Clarkston Companies, Inc.

 

   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  Michigan corporation
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 0  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 0  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,675,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%2
   

 

(12) Type of Reporting Person (see instructions)
   
  HC, CO
   

 

________________________

2 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 
CUSIP No. G6518L108 Page 4 of 13

 

(1) Names of Reporting Persons
   
 

Modell Capital LLC

 

   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  Michigan limited liability company
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 0  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 0  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,675,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%3
   

 

(12) Type of Reporting Person (see instructions)
   
  HC, OO
   

 

________________________

3 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 

 

CUSIP No. G6518L108 Page 5 of 13

 

(1) Names of Reporting Persons
   
  Jeffrey A. Hakala
   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  United States of America
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 0  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 0  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,675,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%4
   

 

(12) Type of Reporting Person (see instructions)
   
  HC, IN
   

 

________________________

4 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 

 

CUSIP No. G6518L108 Page 6 of 13

 

(1) Names of Reporting Persons
   
  Gerald W. Hakala
   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  United States of America
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 0  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 0  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,675,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%5
   

 

(12) Type of Reporting Person (see instructions)
   
  HC, IN
   

 

________________________

5 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 

 

CUSIP No. G6518L108 Page 7 of 13

 

(1) Names of Reporting Persons
   
  Jeremy J. Modell
   

 

(2) Check the Appropriate Box if a Member of a Group (see instructions)
    (a) [   ]
    (b) [   ]
   

 

(3) SEC Use Only
   

 

(4) Citizenship or Place of Organization
   
  United States of America
   

 

  Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With		 (5) Sole Voting Power 2,000  
         
         
  (6) Shared Voting Power 22,675,580  
         
         
  (7) Sole Dispositive Power 2,000  
         
         
  (8) Shared Dispositive Power 22,675,580  
           

 

(9) Aggregate Amount Beneficially Owned by Each Reporting Person
   
  22,677,580
   

 

(10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares (see instructions) [   ]
   

 

(11) Percent of Class Represented by Amount in Row (9)
   
  6.32%6
   

 

(12) Type of Reporting Person (see instructions)
   
  HC, IN
   

 

________________________

6 Based upon 358,927,442 shares of Common Stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings plc (the “Issuer”) outstanding as of September 30, 2021, as reported in the Issuer’s quarterly report on Form 10-Q filed with the Securities and Exchange Commission on October 28, 2021.

 

 
 
 

 

 

Item 1(a). Name of Issuer:
   
  Nielsen Holdings plc (the “Issuer”)
   
Item 1(b). Address of Issuer's Principal Executive Offices:
   
  675 Avenue of the Americas, New York, NY 10010
   
Item 2(a). Name of Person Filing:
   
 

This Schedule 13G is filed jointly pursuant to that certain Joint Filing Agreement filed herewith as Exhibit 99.1 by:

(1)    Clarkston Capital Partners, LLC (“CCP”)

(2)    Clarkston Companies, Inc. (“CC”)

(3)    Modell Capital LLC (“MC”)

(4)    Jeffrey A. Hakala

(5)    Gerald W. Hakala

(6)    Jeremy J. Modell

   
Item 2(b). Address of Principal Business Office or, if none, Residence:
   
  91 West Long Lake Road, Bloomfield Hills, MI 48304
   
Item 2(c). Citizenship:
   
  CCP and MC are Michigan limited liability companies.  CC is a Michigan corporation.  Jeffrey A. Hakala, Gerald W. Hakala, and Jeremy J. Modell (the “Individual Reporting Persons”) are citizens of the United States of America.
   
Item 2(d). Title of Class of Securities:
   
  Common Stock, par value €0.07 per share
   
Item 2(e). CUSIP Number:
   
  G6518L108

 

 

 

 

 

 

 

 

 

 

Page 8 of 13

 

 
 
 
Item 3. If this Statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

  (a) [   ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).
       
  (b) [   ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
       
  (c) [   ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).
       
  (d) [   ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).
       
  (e) [X] An investment advisor in accordance with §240.13d-1(b)(1)(ii)(E);
       
  (f) [   ] An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
       
  (g) [X] A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
       
  (h) [   ] A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
       
  (i) [   ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
       
  (j) [   ] A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
       
  (k) [   ] Group, in accordance with §240.13d-1(b)(1)(ii)(K).

 

Item 4. Ownership.

 

CCP is an investment adviser. Collectively, the securities reported in this Schedule 13G are held in the accounts of CCP’s discretionary clients or in an account over which a control person of CCP has beneficial ownership. The sole members of CCP are CC and MC. The sole owners of CC are Jeffrey A. Hakala and Gerald W. Hakala. The sole member of MC is the Jeremy J. Modell Revocable Living Trust.

 

  (a) Amount Beneficially Owned:  
   

CCP is the beneficial owner of 22,675,580 shares of Common Stock;

CC is the beneficial owner of 22,675,580 shares of Common Stock;

MC is the beneficial owner of 22,675,580 shares of Common Stock;

Jeffrey A. Hakala is the beneficial owner of 22,675,580 shares of Common Stock;

Gerald W. Hakala is the beneficial owner of 22,675,580 shares of Common Stock; and

Jeremy J. Modell is the beneficial owner of 22,677,580 shares of Common Stock.

  

 

 

 

 

 

 

 

Page 9 of 13

  

 

  (b)

Percent of Class:

CCP is the beneficial owner of 6.32% of the outstanding shares of Common Stock;

CC is the beneficial owner of 6.32% of the outstanding shares of Common Stock;

MC is the beneficial owner of 6.32% of the outstanding shares of Common Stock;

Jeffrey A. Hakala is the beneficial owner of 6.32% of the outstanding shares of Common Stock;

Gerald W. Hakala is the beneficial owner of 6.32% of the outstanding shares of Common Stock; and

Jeremy J. Modell is the beneficial owner of 6.32% of the outstanding shares of Common Stock.

  
       
  (c) Number of shares as to which such person has:  
   

(i)     Sole power to vote or to direct the vote:

Each of CCP, CC, MC and the Individual Reporting Persons has the sole power to vote or direct the vote over 0 shares of Common Stock, other than Jeremy J. Modell who has the sole power to vote or direct the vote over 2,000 shares of Common Stock.

(ii)   Shared power to vote or to direct the vote:

CCP has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock;

CC has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock;

MC has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock;

Jeffrey A. Hakala has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock;

Gerald W. Hakala has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock; and

Jeremy J. Modell has the shared power to vote or to direct the vote over 22,675,580 shares of Common Stock.

(iii)  Sole power to dispose or to direct the disposition of:

Each of CCP, CC, MC and the Individual Reporting Persons has the sole power to dispose or direct the disposition of 0 shares of Common Stock, other than Jeremy J. Modell who has the sole power to dispose or to direct the dispositions of 2,000 shares of Common Stock.

(iv)  Shared power to dispose or to direct the disposition of:

CCP has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock;

CC has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock;

MC has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock;

Jeffrey A. Hakala has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock;

Gerald W. Hakala has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock; and

Jeremy J. Modell has the shared power to dispose or to direct the disposition of 22,675,580 shares of Common Stock.

   

 

Page 10 of 13

 
 
 

 

Item 5. Ownership of Five Percent or Less of a Class.
   
  If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [   ].
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
  The shares reported in this statement have been purchased by CCP on behalf of CCP’s discretionary clients or by a control person of CCP in an account over which such control person has beneficial ownership.  CCP’s clients have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of such securities held in their accounts, subject to CCP’s general authority to invest and reinvest the assets in each account under its management.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
   
  With respect to CC, MC and the Individual Reporting Persons, see Item 4.
   
Item 8. Identification and Classification of Members of the Group.
   
  Not applicable.
   
Item 9. Notice of Dissolution of Group.
   
  Not applicable.
   
Item 10. Certification.
   
  By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.
   

 

 

 

 

 

 

 

 

 

 

Page 11 of 13

 

 
 
 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

 

CLARKSTON CAPITAL PARTNERS, LLC    
     
     
     
By: /s/ Jeffrey A. Hakala   February 9, 2022
Name: Jeffrey A. Hakala    
Title: Chief Executive Officer    
     
     
     
CLARKSTON COMPANIES, INC.    
     
     
By: /s/ Jeffrey A. Hakala   February 9, 2022
Name: Jeffrey A. Hakala    
Title: Chief Executive Officer and President    
     
     
     
MODELL CAPITAL LLC    
     
     
By: /s/ Jeremy J. Modell   February 9, 2022
Name: Jeremy J. Modell    
Title: Member    
     
     
     
JEFFREY A. HAKALA    
     
     
By: /s/ Jeffrey A. Hakala   February 9, 2022
Name: Jeffrey A. Hakala    
     
     
     
GERALD W. HAKALA    
     
     
By: /s/ Gerald W. Hakala   February 9, 2022
Name: Gerald W. Hakala    
     
     
     
JEREMY J. MODELL    
     
     
By: /s/ Jeremy J. Modell   February 9, 2022
Name: Jeremy J. Modell    

 

 

Page 12 of 13

 
 
 

LIST OF EXHIBITS

 

Exhibit No. Description
   
99.1 Joint Filing Agreement (incorporated by reference to Exhibit 99.1 to the Schedule 13G filed by the Reporting Persons on February 16, 2021).

 

 

 

 

Page 13 of 13