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Form 3 Nielsen Holdings plc For: Jan 21 Filed by: Callard George D.

January 28, 2019 4:28 PM
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
or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person *
Callard George D.

(Last) (First) (Middle)
675 AVENUE OF THE AMERICAS

(Street)
NEW YORK NY 10010

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
01/21/2019
3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings plc [ NLSN ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Legal Officer
5. 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 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)
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: 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
Explanation of Responses:
Remarks:
No securities are beneficially owned. Exhibit List: Exhibit 24 - Confirming Statement.
/s/ Emily Epstein, Authorized Signatory 01/28/2019
** 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.
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CONFIRMING STATEMENT

       This Statement confirms that the undersigned has authorized and
designated each of Emily Epstein, William Bradley, Lisa Longo and Jennifer
Meschewski to execute and file on the undersigned's behalf such forms that the
undersigned may be required to file with the U.S. Securities and Exchange
Commission as a result of the undersigned's ownership of or transactions in
securities of Nielsen Holdings plc (the "Company") (i) pursuant to Section 16(a)
of the Securities Exchange Act of 1934 (the "Exchange Act"), as amended,
including without limitation, statements on Form 3, Form 4 and Form 5 (including
any amendments thereto) and (ii) in connection with any applications for EDGAR
access codes, including without limitation, the Form ID.  The authority of Emily
Epstein, William Bradley, Lisa Longo and Jennifer Meschewski under this
Statement shall continue until the undersigned is no longer required to file
Forms 3, 4, and 5 with regard to his ownership of or transactions in securities
of the Company, unless earlier revoked in writing. The undersigned acknowledges
that Emily Epstein, William Bradley, Lisa Longo and Jennifer Meschewski are not
assuming any of the undersigned's responsibilities to comply with Section 16 of
the Exchange Act.



By:   /s/ George Callard
Name:  George Callard
Date:	January 16, 2019



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