SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13G/A
(RULE 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b), (c) and (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2
(Amendment No. 2)1
Nielsen Holdings plc
(Name of Issuer)
Common Stock
(Title of Class of Securities)
G6518L108
(CUSIP Number)
December 31, 2016
(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) |
| 1 | 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).
| Schedule 13G | Forms | |||
| CUSIP NO. G6518L108 | 13G | Page 2 of 6 Pages | ||
| 1. | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
GIC Private Limited
(None) | |||||
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) ☐ (b) ☒
| |||||
| 3. | SEC USE ONLY
| |||||
| 4. | CITIZENSHIP OR PLACE OF ORGANIZATION
Singapore | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
5. | SOLE VOTING POWER
13,398,368 | ||||
| 6. | SHARED VOTING POWER
7,190,994 | |||||
| 7. | SOLE DISPOSITIVE POWER
13,398,368 | |||||
| 8. | SHARED DISPOSITIVE POWER
7,190,994 | |||||
| 9. |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
20,589,362 | |||||
| 10. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
☐ | |||||
| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.76%** | |||||
| 12. | TYPE OF REPORTING PERSON*
CO | |||||
| ** | Percentage is based on 357,429,908 Common Stock outstanding as of September 30, 2016 as reported in the Issuer’s Form 10-Q filed with the Securities and Exchange Commission on October 25, 2016. |
Page 3 of 6
| Item 1(a). | Name of Issuer |
Nielsen Holdings plc
| Item 1(b). | Address of Issuers’ Principal Executive Offices |
85 Broad Street New York
New York 10004
AC Nielsen House, London Road
Oxford
Oxfordshire, OX3 9RX
United Kingdom
| Item 2(a). | Name of Person Filing |
GIC Private Limited
| Item 2(b). | Address of Principal Business Office |
168, Robinson Road
#37-01, Capital Tower
Singapore 068912
| Item 2(c). | Citizenship |
Singapore
| Item 2(d). | Title of Class of Securities |
Common Stock
| Item 2(e). | CUSIP Number |
G6518L108
| Item 3. | If this statement is filed pursuant to Rules 13d-1 (b) or 13d-2(b) or (c), check whether the person filing is a: |
N.A.
Page 4 of 6
| Item 4. | Ownership |
The aggregate number of securities and percentage of the class of securities of the Issuer beneficially owned by the Reporting Person named in Item 2(a), as well as the number of securities as to which such person is deemed to have sole power to vote or to direct the vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, shared power to dispose or direct the disposition, is set forth in the following table:
| No. of Securities Beneficially Owned |
Power to Vote | Power to Dispose | ||||||||
| Person |
Sole1 | Shared1 | Sole1 | Shared1 | ||||||
| GIC Private Limited2 |
20,589,362 | 13,398,368 | 7,190,994 | 13,398,368 | 7,190,994 | |||||
| 1 | GIC Private Limited (“GIC”) is a fund manager and only has 2 clients – the Government of Singapore (“GoS”) and the Monetary Authority of Singapore (“MAS”). Under the investment management agreement with GoS, GIC has been given the sole discretion to exercise the voting rights attached to, and the disposition of, any shares managed on behalf of GoS. As such, GIC has the sole power to vote and power to dispose of the 13,398,368 securities beneficially owned by it. GIC shares power to vote and dispose of 7,190,994 securities beneficially owned by it with MAS. |
| 2 | GIC disclaims membership in a group. |
| Item 5. | Ownership of Five Percent or Less of a Class |
N.A.
| Item 6. | Ownership of More than Five Percent on Behalf of Another Person |
N.A.
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company |
N.A.
| Item 8. | Identification and Classification of Members of the Group |
N.A.
Page 5 of 6
| Item 9. | Notice of Dissolution of Group |
N.A.
| Item 10. | Certification |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
Page 6 of 6
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.
| January 25, 2017 |
GIC Private Limited | |||||||||
| Date |
||||||||||
| By | /s/ Carol Tan Siew Shean | /s/ Celine Loh Sze Ling | ||||||||
| Carol Tan Siew Shean | / | Celine Loh Sze Ling | ||||||||
| Senior Vice President | Senior Vice President | |||||||||