Edgar Filing: THOMAS H LEE ALTERNATIVE FUND V LP

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Thomas H. Lee Advisors (Alternative) VI, Ltd.

2. Issuer Name and Ticker or Trading Symbol
Nielsen N.V. [NLSN]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

C/O INTERTRUST CORP. SVCES (CAYMAN) LTD., 190 ELGIN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
06/06/2014

(Street)

GEORGETOWN, GRAND CAYMAN, E9 KY1-9005

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/06/2014		S		4,027,248	D	$ 47.08 ⁽⁶⁾	10,332,410	I	See Footnotes ⁽²⁾ ⁽¹⁾ ⁽⁵⁾
Common Stock	06/06/2014		S		1,264,234	D	$ 47.08 ⁽⁶⁾	3,243,547	I	See Footnotes ⁽³⁾ ⁽⁴⁾ ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Thomas H. Lee Advisors (Alternative) VI, Ltd. C/O INTERTRUST CORP. SVCES (CAYMAN) LTD. 190 ELGIN AVENUE GEORGETOWN, GRAND CAYMAN, E9 KY1-9005		X
Thomas H. Lee (Alternative) Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE GEORGETOWN, E9 KY1-9005		X
Thomas H. Lee (Alternative) Parallel Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE GEORGETOWN, E9 KY1-9005		X
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE GEORGETOWN, E9 KY1-9005		X
THL Equity Fund VI Investors (VNU), L.P. C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110		X
THL Equity Fund VI Investors (VNU) II, L.P. C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110		X
THL Equity Fund VI Investors (VNU) III, L.P. C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110		X
THL Equity Fund VI Investors (VNU) IV, LLC C/O THOMAS H.LEE PARTNERS, L.P. 100 FEDERAL STREET, 35TH FLOOR BOSTON, MA 02110		X
THOMAS H LEE ALTERNATIVE FUND V LP C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE GEORGETOWN, E9 KY1-9005		X
Thomas H. Lee (Alternative) Parallel Fund V, L.P. C/O INTERTRUST CORPORATE SERVICES (CAYMA 190 ELGIN AVENUE GEORGETOWN, E9 KY1-9005		X

Signatures

/s/ Thomas H. Lee Advisors (Alternative) VI, Ltd. By: Charles P. Holden, Managing Director		06/10/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 1,575,685 shares sold by Thomas H. Lee (Alternative) Fund VI, L.P. ("Alternative Fund VI"); 1,066,969 shares sold by Thomas H. Lee (Alternative) Parallel Fund VI, L.P. ("Alternative Parallel VI"); 186,379 shares sold by Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. ("Alternative DT VI"); 1,092,200 shares sold by THL Equity Fund VI Investors (VNU), L.P.; 11,409 shares sold by THL Equity Fund VI Investors (VNU) II, L.P.; 16,774 shares sold by THL Equity Fund VI Investors (VNU) III, L.P.; 58,861 shares sold by THL Equity Fund VI Investors (VNU) IV, LLC; 2,891 shares sold by THL Coinvestment Partners, L.P.; 8,042 shares sold by Putnam Investments Holdings, LLC; and 8,038 shares sold by Putnam Investments Employees' Securities Company III LLC.
(2)	(Continuation of Footnote 1) - The reporting person is the general partner of THL Advisors (Alternative) VI, L.P. ("Advisors VI"), which in turn is the general partner of each of Alternative Fund VI, Alternative Parallel VI, Alternative DT VI, THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P. and the managing member of THL Equity Fund VI Investors (VNU) IV, LLC. THL Coinvestment Partners, L.P., Putnam Investments Holdings, LLC and Putnam Investments Employees' Securities Company III LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund VI on a pro rata basis.
(3)	Represents shares of the Issuer held through Valcon Acquisition Holding (Luxembourg) S.a r.l., a private limited company incorporated under the laws of Luxembourg ("Luxco") sold by the following entities: 962,565 shares sold by Thomas H. Lee (Alternative) Fund V, L.P. ("Alternative Fund V"); 249,747 shares sold by Thomas H. Lee (Alternative) Parallel Fund V, L.P. ("Alternative Parallel V"); 13,263 shares sold by Thomas H. Lee (Alternative) Cayman Fund V, L.P. ("Alternative Cayman V"); 18,655 shares sold by Thomas H. Lee Investors Limited Partnership; 7,620 shares sold by Putnam Investment Holdings, LLC;6,543 shares sold by Putnam Investments Employees' Securities Company I LLC; and 5,841 shares sold by Putnam Investments Employees' Securities Company II LLC.
(4)	(Continuation of Footnote 3) - Thomas H. Lee Advisors (Alternative) V Limited LDC ("LDC") is the general partner of THL Advisors (Alternative) V, L.P. ("Advisors V"), which in turn is the general partner of each of Alternative Fund V, Alternative Parallel V, and Alternative Cayman V. THL Coinvestment Partners, L.P, Thomas H. Lee Investors Limited Partnership, Putnam Investments Holdings, LLC, Putnam Investments Employees' Securities Company I LLC and Putnam Investments Employees' Securities Company II LLC are each contractually obligated to coinvest (and dispose of securities) alongside Alternative Fund V on a pro rata basis. Therefore, the reporting person may be deemed to beneficially own the shares of the Issuer owned directly by each of these entities.
(5)	The reporting person disclaims beneficial ownership of all such shares, and this report shall not be deemed an admission that the reporting person is the beneficial owner of the securities for the purpose of Section 16 or for any other purpose, except to the extent of its pecuniary interest therein.
(6)	This amount represents the $47.20 public offering price per share of the Issuer's common stock less the underwriting discount of $0.12 per share.
Remarks: Exhibit 99.1 (Joint Filer Information) incorporated herein by reference. Due to the technical limitation of the number of reporting persons included in each Form 4 filling, this filling is being conducted in two parts. This is part 1 of 2.

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