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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OMB APPROVAL |
OMB Number: |
3235-0104 |
Expires: |
December 31, 2014 |
Estimated average burden |
hours per response: |
0.5 |
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1. Name and Address of Reporting Person
*
675 AVENUE OF THE AMERICAS |
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(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year) 01/21/2019
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3. Issuer Name
and
Ticker or Trading Symbol
Nielsen Holdings plc
[
NLSN
]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
X |
Officer (give title below) |
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Other (specify below) |
Chief Legal Officer |
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check
Applicable Line)
X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting
Person |
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Table I - Non-Derivative Securities Beneficially Owned |
1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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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. |
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/s/ Emily Epstein, Authorized Signatory |
01/28/2019 |
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** 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. |
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