Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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 *
  LEWIS JOHN JASPER
 2. Date of Event Requiring Statement (Month/Day/Year)
08/18/2014		 3. Issuer Name and Ticker or Trading Symbol
Nielsen N.V. [NLSN]
(Last)
(First)
(Middle)
C/O NIELSEN N.V., 85 BROAD STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Global President
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10004		 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 Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 129,565.4 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Stock   (2) 02/02/2017 Common Stock 17,813 $ 16 D  
Options to purchase Common Stock   (2) 02/02/2017 Common Stock 2,968 $ 32 D  
Options to purchase Common Stock   (3) 02/02/2017 Common Stock 15,625 $ 32 D  
Options to purchase Common Stock   (4) 09/25/2020 Common Stock 44,000 $ 36.56 D  
Options to purchase Common Stock   (5) 05/11/2018 Common Stock 75,000 $ 30.19 D  
Options to purchase Common Stock   (6) 07/26/2019 Common Stock 80,000 $ 27.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LEWIS JOHN JASPER
C/O NIELSEN N.V.
85 BROAD STREET
NEW YORK, NY 10004		       Global President  

Signatures

/s/ Harris Black, Authorized Signatory 08/21/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (a) 4,587.74 restricted shares of the Issuer, of which 2,293.36 vest on February 10, 2015 and 2,294.38 vest on February 10, 2016; (b) 22,000 restricted stock units of the Issuer, which vest on February 28, 2016; (c) 19,600 restricted stock units of the Issuer, which vest on February 28, 2017; (d) 9,130.29 restricted stock units of the Issuer, which vest in four equal annual installments on September 25, 2014, 2015, 2016 and 2017; (e) 7,722.38 restricted stock units of the Issuer, which vest in two equal annual installments on July 26, 2015 and 2016; and (f) 40,807.99 restricted stock units of the Issuer, of which 10,202 vest on July 25, 2015, 15,303.01 vest on July 25, 2016, and 15,302.98 vest on July 25, 2017.
(2) These options to purchase shares vest on February 2, 2017.
(3) These options to purchase shares are currently vested and are exercisable.
(4) These options to purchase shares vest in four equal annual installments on September 25, 2014, 2015, 2016 and 2017.
(5) 56,250 of these options to purchase shares are currently vested and are exercisable. The remaining 18,750 of these options to purchase shares vest on May 11, 2015.
(6) 40,000 of these options to purchase shares are currently vested and are exercisable. The remaining 40,000 of these options to purchase shares vest in two equal annual installments on July 26, 2015 and 2016.

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