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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1. Name and Address of Reporting Person * FISHER ITZHAK   2. Issuer Name and Ticker or Trading Symbol Nielsen N.V. [NLSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) EVP, Global Business Develop. (Last) (First) (Middle) C/O NIELSEN N.V., 85 BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 06/30/2014 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 07/01/2014 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ 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) Code V Amount (A) or (D) Price Common Stock 06/30/2014   M   9,609 (1) A $ 32 77,609 (1) I See Footnote (2) Common Stock 06/30/2014   M   1,914 (1) A $ 32 79,523 (1) I See Footnote (2)

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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

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock

$ 32

06/30/2014

M

1,914

(3)

06/04/2017

Common Stock

1,914

$ 0

11,875 (1)

I

See Footnote (2)

Options to Purchase Common Stock

$ 32

06/30/2014

M

9,609

(4)

06/04/2017

Common Stock

9,609

$ 0

21,641 (1)

I

See Footnote (2)

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FISHER ITZHAK C/O NIELSEN N.V. 85 BROAD STREET NEW YORK, NY 10004			EVP, Global Business Develop.

Signatures

/s/ Harris Black, authorized signatory		07/30/2014
**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)	This amended Form 4 is being filed to (i) reflect the fact that the 11,523 options reported as exercised on the Form 4 filed on July 1, 2014 were exercised from two different tranches and (ii) correct the balance of securities outstanding following the transactions referenced herein.
(2)	Held through a limited liability company, of which the reporting person and his spouse are members. The reporting person disclaims beneficial ownership of the securities held by this limited liability company except to the extent of his pecuniary interest therein.
(3)	Represents options to purchase shares of common stock of the Issuer, of which 1,563 vested on the grant date (June 4, 2007), 5,937 vested on December 31, 2007, 5,937 vested on December 31, 2009, 5,938 vested on December 31, 2012 and 5,937 vested on December 31, 2013.
(4)	Represents options to purchase shares of common stock of the Issuer, of which ratably 100% are vested.

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