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Form 4 NEUSTAR INC For: Jan 01 Filed by: Prince Edward M Jr.

January 5, 2015 8:51 PM EST
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person *
Prince Edward M Jr.
(Last) (First) (Middle)
21575 RIDGETOP CIRCLE
(Street)
STERLING VA 20166
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NEUSTAR INC [ NSR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP, Information Services
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2015
4. If Amendment, Date of 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
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
Class A Common Stock 01/01/2015   F   2,047 D $ 27.8 (1) 12,220 (2) D  
Class A Common Stock 01/01/2015   M   1,392 A $ 0 13,612 (2) D  
Class A Common Stock 01/01/2015   F   523 D $ 27.8 (1) 13,089 (2) D  
Class A Common Stock 01/02/2015   F   1,996 D $ 27.74 (3) 11,093 (2) D  
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 Securities Underlying Derivative Security (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: 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
Restricted Stock Units $ 0 01/01/2015   M     1,392   (4)   (5) Class A Common Stock 1,392 $ 0 2,786 D  
Explanation of Responses:
1. The price is equal to the closing price of the Class A Common Stock on December 31, 2014.
2. Includes shares that are subject to performance-vested restricted stock unit agreements and restricted stock unit award agreements under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan.
3. The price is equal to the closing price of the Class A Common Stock on January 2, 2015.
4. These shares were awarded pursuant to a restricted stock unit award agreement under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan, and represent the second tranche of the restricted stock units granted under the agreement. The remaining tranches of the restricted stock units will vest on January 1, 2016 and 2017, respectively, in two equal annual installments.
5. Upon the Reporting Person's Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan")), including by reason of death or Disability (as defined in the Plan), other than by the Issuer for Cause (as defined in the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement), any unvested restricted stock units that would have vested during the 12 months after such separation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
/s/ Paul S. Lalljie, by power of attorney 01/05/2015
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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