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 * KENNY DAVID W   2. Issuer Name and Ticker or Trading Symbol Nielsen Holdings plc [NLSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O NIELSEN HOLDINGS PLC, 85 BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 12/03/2018 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 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 12/03/2018   A   487,505 (1) A $ 0 487,505 D   Common Stock 12/03/2018   A   54,285 (2) A $ 0 541,790 D

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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 (right to buy)

$ 25.79

12/03/2018

A

367,031

(3)

12/03/2025

Common Stock

367,031

$ 0

367,031

D

Options to Purchase Common Stock (right to buy)

$ 40

12/03/2018

A

750,000

(4)

12/03/2025

Common Stock

750,000

$ 0

750,000

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KENNY DAVID W C/O NIELSEN HOLDINGS PLC 85 BROAD STREET NEW YORK, NY 10004	X		Chief Executive Officer

Signatures

/s/ Emily Epstein, Authorized Signatory		12/04/2018
**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 restricted stock units of the Issuer, which ratably vest in three equal annual installments beginning on December 31, 2019.
(2)	Represents restricted stock units of the Issuer, which vest on December 3, 2021.
(3)	These options to purchase shares of common stock are subject to both performance and time vesting requirements. The performance vesting requirement will be satisfied upon the Issuer's common stock achieving a closing market price per share of at least $32.24 for a period of at least 21 consecutive trading days before December 31, 2021. The time vesting requirement will be satisfied in three equal annual installments beginning on December 31, 2019.
(4)	Represents options to purchase shares of common stock of the Issuer, which ratably vest in annual installments over 3 years beginning one year after the grant date (December 3, 2018).

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