Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
- Peter Lynch
What is insider trading>>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Amendment No. 4)
Under the Securities Exchange Act of 1934
NIELSEN HOLDINGS N. V.
(Name of Issuer)
COMMON STOCK, PAR VALUE €0.07 PER SHARE
(Title of Class of Securities)
N63218106
(CUSIP Number)
December 31, 2015
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ | Rule 13d-1(b) |
☐ | Rule 13d-1(c) |
☒ | Rule 13d-1(d) |
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Fund V, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 2 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Parallel Fund V, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 3 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Cayman Fund V, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON*
|
|
|
||
PN
|
|
|
|||
|
|
Page 4 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Fund VI, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 5 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 6 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
<
/tr>
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 7 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
THL Coinvestment Partners, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 8 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
THL Equity Fund VI Investors (VNU), L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 9 of 38
CUSIP NO. N63218106
|
13G
|
1
|
|
|
|||
|
|
||||
THL Equity Fund VI Investors (VNU) II, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 10 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
THL Equity Fund VI Investors (VNU) III, L.P.
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Cayman Islands
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
PN
|
|
|
|||
|
|
Page 11 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
THL Equity Fund VI Investors (VNU) IV, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
Page 12 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Thomas H. Lee Investors Limited Partnership
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Massachusetts
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
<
/td>
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON*
|
|
|
||
PN
|
|
|
|||
|
|
Page 13 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Putnam Investment Holdings, LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
< div style="font-weight: bold;text-align: left">SEC USE ONLY |
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
Page 14 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Putnam Investments Employees’ Securities Company I LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%**
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
Page 15 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Putnam Investments Employees’ Securities Company II LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%**
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
Page 16 of 38
CUSIP NO. N63218106
|
13G
|
1
|
NAME OF REPORTING PERSON
|
|
|
||
|
|
||||
Putnam Investments Employees’ Securities Company III LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a)☐
|
|||||
(b)☒
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
|
|
||||
4
|
CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
Delaware
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
-0-
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
-0-
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
-0-
|
|
|
|||
|
|
||||
10
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
0.00%
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON
|
|
|
||
OO
|
|
|
|||
|
|
Page 17 of 38
CUSIP NO. N63218106
|
13G
|
Item 1 (a). | Name of Issuer: |
Nielsen Holdings N.V.
Item 1 (b). | Address of Issuer’s Principal Executive Offices: |
770 Broadway
New York, NY 10003
Item 2 (a). | Name of Person Filing: |
(1) | Thomas H. Lee (Alternative) Fund V, L.P. |
(2) | Thomas H. Lee (Alternative) Parallel Fund V, L.P. |
(3) | Thomas H. Lee (Alternative) Cayman Fund V, L.P. |
(4) | Thomas H. Lee (Alternative) Fund VI, L.P. |
(5) | Thomas H. Lee (Alternative) Parallel Fund VI, L.P. |
(6) | Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. |
(7) | THL Equity Fund VI Investors (VNU), L.P. |
(8) | THL Equity Fund VI Investors (VNU) II, L.P. |
(9) | THL Equity Fund VI Investors (VNU) III, L.P. |
(10) | THL Equity Fund VI Investors (VNU) IV, LLC |
(11) | THL Coinvestment Partners, L.P. |
(12) | Thomas H. Lee Investors Limited Partnership |
(13) | Putnam Investment Holdings, LLC |
(14) | Putnam Investments Employees’ Securities Company I LLC |
(15) | Putnam Investments Employees’ Securities Company II LLC |
(16) | Putnam Investments Employees’ Securities Company III LLC |
Entities (1) through (12) above are referred to as the “THL Entities” and entities (13) through (16) are referred to as the “Putnam Entities”. The THL Entities and the Putnam Entities are sometimes referred to collectively as the “Reporting Persons.” The THL Entities and the Putnam Entities have entered into a Joint Filing Agreement, dated February 14, 2012, and pursuant to which the THL Entities and the Putnam Entities have agreed to file this statement jointly in accordance with the provisions of rule 13d-1(k) under the Securities Exchange Act of 1934.
Item 2 (b). | Address of Principal Business Office or, if none, Residence: |
For entities (1) through (9):
Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9005
Cayman Islands
Page 18 of 38
CUSIP NO. N63218106
|
13G
|
For entities (10) through (12):
c/o Thomas H. Lee Partners, L.P.
100 Federal Street, 35th Floor
Boston, MA 02110
For the Putnam Entities:
c/o Putnam Investments, LLC
One Post Office Square
Boston, MA 02109
Item 2 (c). | Citizenship: |
See item 4 of each cover page
Item 2 (d). | Title of Class of Securities: |
Common Stock, par value €0.07 per share
Item 2 (e). | CUSIP Number: |
N63218106
Item 3. | Not Applicable |
Item 4 | Ownership |
Item 4(a) | Amount Beneficially Owned |
This Schedule 13G is being filed on behalf of the Reporting Persons. As of the date hereof, the Reporting Persons beneficially own zero (0) shares of the Issuer’s Common Stock.
Item 4(b) | Percent of Class |
See Item 9 of each cover page. Also, see item 4(a) hereof
Item 4(c) | Number of Shares as to which Such Person has: |
(i) | Sole power to vote or to direct the vote: 0 |
(ii) | Shared power to vote or to direct the vote: 0 |
(iii) | Sole power to dispose or to direct the disposition of: 0 |
(iv) | Shared power to dispose or to direct the disposition of: 0 |
Page 19 of 38
CUSIP NO. N63218106
|
13G
|
Item 5. | Ownership of Five Percent or Less of a Class |
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following [ X ].
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person |
Not Applicable.
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
Not Applicable.
Item 8. | Identification and Classification of Members of the Group |
See Item 4(a) above.
Item 9. | Notice of Dissolution of Group |
Not Applicable.
Item 10. | Certification |
Not Applicable.
Page 20 of 38
CUSIP NO. N63218106
|
13G
|
|
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) FUND V, L.P.
|
|
By:
|
THL Advisors (Alternative) V, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) V
|
|
Limited, LDC, its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 21 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND V, L.P.
|
|
By:
|
THL Advisors (Alternative) V, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) V
|
|
Limited, LDC, its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 22 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) CAYMAN FUND V, L.P.
|
|
By:
|
THL Advisors (Alternative) V, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) V
|
|
Limited, LDC, its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 23 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) FUND VI, L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI Ltd, its
|
|
General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: C
harles P. Holden
|
||
Title: Managing Director
|
Page 24 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL FUND VI, L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 25 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND VI, L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 26 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL EQUITY FUND VI INVESTORS (VNU), L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 27 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL EQUITY FUND VI INVESTORS (VNU) II, L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 28 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL EQUITY FUND VI INVESTORS (VNU). III, L.P.
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 29 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL EQUITY FUND VI INVESTORS (VNU) IV, LLC
|
|
By:
|
THL Advisors (Alternative) VI, L.P.,
|
|
its Manager
|
||
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 30 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL ADVISORS (ALTERNATIVE) V, L.P.
|
|
By:
|
Thomas H. Lee Advisors (Alternative) V, Ltd,
|
|
LDC, its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Assistant Treasurer
|
Page 31 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL ADVISORS (ALTERNATIVE) VI, L.P.
|
|
By:
|
Thomas H. Lee Advisors (Alternative) VI, Ltd,
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Assistant Treasurer
|
Page 32 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THL COINVESTMENT PARTNERS, L.P.
|
|
By:
|
Thomas H. Lee Partners, L.P.
|
|
its General Partner
|
||
By:
|
Thomas H. Lee Advisors, LLC
|
|
its General Partner
|
||
By:
|
THL Holdco, LLC, its Managing Member
|
|
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 33 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
THOMAS H. LEE INVESTORS LIMITED PARTNERSHIP
|
|
By:
|
THL Investment Management Corp.
|
|
its General Partner
|
||
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Treasurer
|
Page 34 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
PUTNAM INVESTMENT HOLDINGS, LLC
|
|
By:
|
Putnam Investment, LLC, its Managing Member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney in fact
|
|
By:
|
THL Holdco, LLC its Managing Member
|
|
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 35 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY I LLC,
|
|
By:
|
Putnam Investment Holdings, LLC,
|
|
its Managing Member
|
||
By:
|
Putnam Investment, LLC, its Managing Member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney in fact
|
|
By:
|
THL Holdco, LLC its Managing Member
|
|
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 36 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY II LLC,
|
|
By:
|
Putnam Investment Holdings, LLC,
|
|
its Managing Member
|
||
By:
|
Putnam Investment, LLC, its Managing Member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney in fact
|
|
By:
|
THL Holdco, LLC its Managing Member
|
|
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 37 of 38
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Dated: February 11, 2016
|
PUTNAM INVESTMENTS EMPLOYEES’ SECURITIES COMPANY III LLC,
|
|
By:
|
Putnam Investment Holdings, LLC,
|
|
its Managing Member
|
||
By:
|
Putnam Investment, LLC, its Managing Member
|
|
By:
|
Thomas H. Lee Advisors, LLC, its attorney in fact
|
|
By:
|
THL Holdco, LLC its Managing Member
|
|
By:
|
/s/Charles P. Holden
|
|
Name: Charles P. Holden
|
||
Title: Managing Director
|
Page 38 of 38