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 *
CALHOUN DAVID L
  2. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [NLSN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O NIELSEN HOLDINGS N.V., 85 BROAD STREET
3. Date of Earliest Transaction (Month/Day/Year)
04/29/2014
(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 04/29/2014   M   565,625 A $ 32 1,328,694 D  
Common Stock 04/29/2014   S(1)   565,625 D $ 47 763,069 D  
Common Stock               484,090 I By Trusts (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 04/29/2014   M     312,500   (3) 02/02/2017 Common Stock 312,500 $ 0 0 D  
Options to purchase common stock $ 32 04/29/2014   M     253,125   (4) 02/02/2017 Common Stock 253,125 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
CALHOUN DAVID L
C/O NIELSEN HOLDINGS N.V.
85 BROAD STREET
NEW YORK, NY 10004
  X      

Signatures

 /s/ Harris Black, authorized signatory   05/01/2014
**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) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 plan.
(2) The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person or his wife is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his pecuniary interest.
(3) Represents options to purchase shares of common stock of the Issuer, 81% of which vested at the time of the Issuers' initial public offering and 19% of which vested on December 31, 2011.
(4) Represents options to purchase shares of common stock of the Issuer, of which 15,625 vested on the grant date (December 31, 2006), 59,375 vested on December 31, 2007 and 59,375 vested on December 31, 2009. An additional 59,375 vested if the Issuer met or exceeded a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 59,375 vested if the Issuer met or exceeded a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.

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