mm02-1413nielsen_sc13ga1.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549



SCHEDULE 13G
(Amendment No. 1)

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, 2012
(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)

[X] 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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 
 

 
 
Page 2 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3% **
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 
 
 

 
 
Page 3 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 4 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 5 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 6 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 7 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 8 of 43

 
CUSIP NO. N63218106                                                                13G


 
 
1
 
 
NAME OF REPORTING PERSON
 
THL Advisors (Alternative) V, L.P.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 9 of 43

 
CUSIP NO. N63218106                                                                13G


 
 
1
 
 
NAME OF REPORTING PERSON
 
THL Advisors (Alternative) VI, L.P.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 
 

 
 
Page 10 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 11 of 43

 
CUSIP NO. N63218106                                                                13G

 

 
1
 
 
NAME OF REPORTING PERSON
 
THL Equity Fund VI Investors (VNU) II, L.P.
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 12 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 13 of 43

 
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) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 

 
Page 14 of 43

 
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) x
 
 
 
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
 
-0-
 
 
6
 
 
SHARED VOTING POWER
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON*
 
PN
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 


 
Page 15 of 43

 
CUSIP NO. N63218106                                                                13G

 

 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Putnam Investment Holdings, LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 

 
Page 16 of 43

 
CUSIP NO. N63218106                                                                13G

 
 
 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Putnam Investments Employees’ Securities Company I LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.

 
Page 17 of 43

 
CUSIP NO. N63218106                                                                13G

 
 
 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Putnam Investments Employees’ Securities Company II LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 
 
*
Represents the aggregate number of shares of common stock, par value €0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 

 
Page 18 of 43

 
CUSIP NO. N63218106                                                                13G

 
 
 
1
 
 
NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
 
Putnam Investments Employees’ Securities Company III LLC
 
 
2
 
 
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ¨
(b) x
 
 
 
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
 
236,266,399*
 
7
 
 
SOLE DISPOSITIVE POWER
 
-0-
 
 
 
8
 
 
SHARED DISPOSITIVE POWER
 
236,266,399*
 
9
 
 
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
236,266,399*
 
 
10
 
 
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
See item 4 and item 8
 
 
 
11
 
 
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
 
63.3%**
 
 
12
 
 
TYPE OF REPORTING PERSON
 
OO
 
 
*
Represents the aggregate number of shares of common stock, par value 0.07 per share (“Common Stock”), of Nielsen Holdings N.V. (the “Issuer”) held by Valcon Acquisition Holding (Luxembourg) S.á.r.l. (“Luxco”).
 
 
**
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement filed with the Securities and Exchange Commission on February 14, 2013.
 
 
 
Page 19 of 43

 
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)           THL Advisors (Alternative) V, L.P.
(14)           THL Advisors (Alternative) VI, L.P.
(15)           Putnam Investment Holdings, LLC
(16)           Putnam Investments Employees’ Securities Company I LLC
(17)           Putnam Investments Employees’ Securities Company II LLC
(18)           Putnam Investments Employees’ Securities Company III LLC

Entities (1) through (14) above are referred to as the “THL Entities” and entities (15) through (18) 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), (13) and (14):
Intertrust Corporate Services (Cayman) Limited
190 Elgin Avenue
George Town
Grand Cayman KY1-9005
Cayman Islands

 
Page 20 of 43

 
CUSIP NO. N63218106                                                                13G


For entities (10), (11) and (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

Valcon Acquisition Holding (Luxembourg) S.á.r.l (“Luxco”) is a private limited company incorporated under the laws of Luxembourg, the equity interests of which are held by a private investor group.  Luxco holds 236,266,399 shares of Common Stock, or 63.3% of the outstanding shares of Common Stock based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement, filed with the Securities and Exchange Commission on February 14, 2013.
 
Thomas H. Lee (Alternative) Fund V, L.P. beneficially owns 15,225 Ordinary Shares and 4,190,574 Yield Free Convertible Preferred Equity Certificates (“YFCPECs”) of Luxco, or 3.70% of Luxco’s outstanding capital.  Thomas H. Lee (Alternative) Parallel Fund V, L.P. beneficially owns 3,950 Ordinary Shares and 1,087,286 YFCPECs of Luxco, or 0.96% of Luxco’s outstanding capital.  Thomas H. Lee (Alternative) Cayman Fund V, L.P. beneficially owns 210 Ordinary Shares and 57,741 YFCPECs of Luxco, or 0.05% of Luxco’s outstanding capital.
 
THL Advisors (Alternative) V, L.P. is the general partner of each of Thomas H. Lee (Alternative) Fund V, L.P., Thomas H. Lee (Alternative) Parallel Fund V, L.P. and Thomas H. Lee (Alternative) Cayman Fund V, L.P. V, and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs held by each of these entities.
 


 
Page 21 of 43

 
CUSIP NO. N63218106                                                                13G

 

Thomas H. Lee (Alternative) Fund VI, L.P. beneficially owns 24,920 Ordinary Shares and 6,859,826 YFCPECs of Luxco, or 6.05% of Luxco’s outstanding capital.  Thomas H. Lee (Alternative) Parallel Fund VI, L.P. beneficially owns 16,870 Ordinary Shares and 4,645,111 YFCPECs of Luxco, or 4.10% of Luxco’s outstanding capital.  Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. beneficially owns 2,950 Ordinary Shares and 811,407 YFCPECs of Luxco, or 0.72% of Luxco’s outstanding capital.  THL Equity Fund VI Investors (VNU), L.P. beneficially owns 17,275 Ordinary Shares and 4,754,948 YFCPECs of Luxco, or 4.19% of Luxco’s outstanding capital.  THL Equity Fund VI Investors (VNU) II, L.P. beneficially owns 180 Ordinary Shares and 49,670 YFCPECs of Luxco, or 0.04% of Luxco’s outstanding capital.  THL Equity Fund VI Investors (VNU) III, L.P. beneficially owns 265 Ordinary Shares and 73,028 YFCPECs of Luxco, or 0.06% of Luxco’s outstanding capital.  THL Equity Fund VI Investors (VNU) IV, LLC beneficially owns 930 Ordinary Shares and 256,254 YFCPECs of Luxco, or 0.23% of Luxco’s outstanding capital.
 
THL Advisors (Alternative) VI, L.P. is the general partner of Thomas H. Lee (Alternative) Fund VI, L.P., Thomas H. Lee (Alternative) Parallel Fund VI, L.P., Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P., THL Equity Fund VI Investors (VNU), L.P., THL Equity Fund VI Investors (VNU) II, L.P. and THL Equity Fund VI Investors (VNU) III, L.P., and is the managing member of THL Equity Fund VI Investors (VNU) IV, LLC, and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs of Luxco held by each of these entities.
 
THL Coinvestment Partners, L.P. beneficially owns 45 Ordinary Shares and 12,585 YFCPECs of Luxco, or 0.01% of Luxco’s outstanding capital.  Thomas H. Lee Investors Limited Partnership beneficially owns 295 Ordinary Shares and 81,217 YFCPECs of Luxco, or 0.07% of Luxco’s outstanding capital.
 
Putnam Investment Holdings, LLC beneficially owns 250 Ordinary Shares and 68,183 YFCPECs of Luxco, or 0.06% of Luxco’s outstanding capital.  Putnam Investments Employees’ Securities Company I LLC beneficially owns 105 Ordinary Shares and 28,482 YFCPECs of Luxco, or 0.03% of Luxco’s outstanding capital.  Putnam Investments Employees’ Securities Company II LLC beneficially owns 90 Ordinary Shares and 25,431 YFCPECs of Luxco, or 0.02% of Luxco’s outstanding capital.  Putnam Investments Employees’ Securities Company III LLC beneficially owns 125 Ordinary Shares and 34,998 YFCPECs of Luxco, or 0.03% of Luxco’s outstanding capital. Putnam Investment Holdings, LLC is the Managing Member of each of Putnam Investments Employees’ Securities Company I LLC, Putnam Investments Employees’ Securities Company II LLC and Putnam Investments Employees’ Securities Company III LLC and may, therefore, be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs of Luxco held by each of these entities.
 
Each of the Putnam Entities is contractually obligated to coinvest alongside either Thomas H. Lee (Alternative) Fund VI, L.P. or Thomas H. Lee (Alternative) Fund V, L.P.  Therefore, THL Advisors (Alternative) VI, L.P. and THL Advisors (Alternative) V, L.P. may be deemed to have shared voting and investment power over the Ordinary Shares and YFCPECs held by these entities.


 
Page 22 of 43

 
CUSIP NO. N63218106                                                                13G

 
Based on the ownership of outstanding capital of Luxco specified above, the following shares of Common Stock held by Luxco would be attributable to each of the following Reporting Persons.
 
Reporting Person  Shares Attributable  Percent(*)
     
Thomas H. Lee (Alternative) Fund V, L.P.
8,733,079
2.3%
Thomas H. Lee (Alternative) Parallel Fund V, L.P.
2,265,883
0.6%
Thomas H. Lee (Alternative) Cayman Fund V, L.P.
120,330
**
Thomas H. Lee (Alternative) Fund VI, L.P.
14,295,740
3.8%
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.
9,680,310
2.6%
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
1,690,961
0.5%
THL Equity Fund VI Investors (VNU), L.P.
9,909,221
2.7%
THL Equity Fund VI Investors (VNU) II, L.P.
103,512
**
THL Equity Fund VI Investors (VNU) III, L.P.
152,188
**
THL Equity Fund VI Investors (VNU) IV, LLC
534,027
0.1%
THL Coinvestment Partners, L.P.
26,226
**
Thomas H. Lee Investors Limited Partnership
169,254
**
THL Advisors (Alternative) V, L.P.
11,119,292
3.0%
THL Advisors (Alternative) VI, L.P.
36,365,959
9.7%
Putnam Investment Holdings, LLC
142,097
**
Putnam Investments Employees’ Securities Company I LLC
59,360
**
Putnam Investments Employees’ Securities Company II LLC
52,993
**
Putnam Investments Employees’ Securities Company III LLC
72,931
**
____________
 
(*)
The calculation of the foregoing percentage is based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement, filed with the Security and Exchange Commission on February 14, 2013.
(**)
Less than 0.1%


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:
See Item 5 of each cover page

(ii)  
Shared power to vote or to direct the vote:
See Item 6 of each cover page

(iii)  
Sole power to dispose or to direct the disposition of:
See Item 7 of each cover page

(iv)  
Shared power to dispose or to direct the disposition of:
See Item 8 of each cover page



 
Page 23 of 43

 
CUSIP NO. N63218106                                                                13G

 
 

 
Item 5.                      Ownership of Five Percent or Less of a Class   

 
Not applicable.

Item 6.                      Ownership of More Than Five Percent on Behalf of Another Person

See Item 4 above. To the best knowledge of the Reporting Persons, no one other than the Reporting Persons, the person named in Item 4 above or Item 8 below and the partners, members, affiliates and shareholders of the Reporting Persons and of the other persons named in Item 4 above or Item 8 below has the right to receive or the power to direct the receipt of dividends from or the proceeds from the sale of, shares of Common Stock.

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

As stated in Item 4 above, Luxco holds 236,266,399 shares of Common Stock, or 63.3% of the outstanding shares of Common Stock based on 373,294,219 shares of Common Stock outstanding as of February 1, 2013, as reported in the Issuer’s Preliminary Prospectus Supplement, filed with the Securities and Exchange Commission on February 14, 2013.  Each of the AlpInvest Funds, Blackstone Funds, Carlyle Funds, Centerview Funds, Hellman & Friedman Funds, KKR Funds and Thomas H. Lee Partners Funds listed below (collectively, the “Investor Funds”), together with Luxco, is a party to an amended and rested shareholders agreement dated as of January 31, 2011 (the “Luxco Shareholders Agreement”).  In addition, the Investor Funds, Luxco, the Issuer, Valcon Acquisition B.V. and The Nielsen Company B.V. are parties to an amended as restated shareholders agreement dated as of January 31, 2011 (the “Nielsen Shareholders Agreement” and, together with he Luxco Shareholders Agreement, the “Shareholders Agreements”).  Given the terms of the Shareholders Agreements, Luxco, each of the Investor funds and certain of their respective affiliates may be deemed to be a member of a group exercising voting and investment control over the sharers of Common Stock held by Luxco.  However, each of the Reporting Persons disclaims membership in any such group and disclaims beneficial ownership of any shares of Common Stock.

Investor Funds

AlpInvest Funds
AlphInvest Partners CS Investments 2006 C.V.
AlphInvest Partners Later Stage Co-Investments Custodian II-A, BV

Blacstone Funds
Blackstone Capital Partners (Cayman) V, L.P.
Blackstone Family Investment Partnership (Cayman) V, L.P.
Blackstone Participation Partnership (Cayman) V, L.P.
Blackstone Capital Partners (Cayman) V-A, L.P.
Blackstone Family Investment Partnership (Cayman) V-SMD, L.P.
BCP (Cayman) V-S, L.P.
BCP V Co-Investors (Cayman), L.P.
 


 
Page 24 of 43

 
CUSIP NO. N63218106                                                                13G


 

Carlyle Funds
Carlyle Partners IV Cayman, L.P.
CP IV Coinvestment Cayman, L.P.
CEP II Participations S.á.r.l. SICAR

Centerview Funds
Centerview Capital, L.P.
Centerview Employees, L.P.
Centerview VNU LLC

Hellman & Friedman
Hellman & Friedman Capital Partners V (Cayman), L.P.
Hellman & Friedman Capital Partners V (Cayman Parallel), L.P.
Hellman & Friedman Capital Associates V (Cayman), L.P.

KKR Funds
KKR VNU (Millennium) L.P.
KKR Millennium Fund (Overseas), Limited Partnership
KKR VNU Equity Investors, L.P.

Thomas H. Lee Partners Funds
Thomas H. Lee (Alternative) Fund V, L.P.
Thomas H. Lee (Alternative) Parallel Fund V, L.P.
Thomas H. Lee (Alternative) Cayman Fund V, L.P.
Thomas H. Lee (Alternative) Fund VI, L.P.
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.
THL Equity Fund VI Investors (VNU), L.P.
THL Equity Fund VI Investors (VNU) II, L.P.
THL Equity Fund VI Investors (VNU) III, L.P.
THL Equity Fund VI Investors (VNU) IV, LLC
THL Coinvestment Partners, L.P.
Thomas H. Lee Investors Limited Partnership
Putnam Investment Holdings, LLC
Putnam Investments Employees’ Securities Company I LLC
Putnam Investments Employees’ Securities Company II LLC
Putnam Investments Employees’ Securities Company III LLC


Item 9.                      Notice of Dissolution of Group

Not Applicable.

Item 10.                      Certification

Not Applicable.


 
Page 25 of 43

 
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 14, 2013
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 26 of 43

 

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 14, 2013
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 27 of 43

 

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 14, 2013
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 28 of 43

 

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 14, 2013
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:  Charles P. Holden  
    Title: Managing Director  
       





 
Page 29 of 43

 

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.
 

 
 
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 30 of 43

 

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 14, 2013
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 31 of 43

 

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 14, 2013
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 32 of 43

 

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 14, 2013
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 33 of 43

 

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 14, 2013
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
 
       
       
Date
By:
/s/ Charles P. Holden  
    Name:  Charles P. Holden  
    Title: Managing Director  
       





 
Page 34 of 43

 

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 14, 2013
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 35 of 43

 

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 14, 2013
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: Managing Director  
       





 
Page 36 of 43

 

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 14, 2013
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 37 of 43

 


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 14, 2013
THL COINVESTMENT PARTNERS, L.P.
 
  By: 
Thomas H. Lee Partners, L.P.
 
 
  By: 
Thomas H. Lee Advisors, LLC
 
 
  By:  THL Holdco, LLC, its Managing Member  
       
       
 
By:
/s/ Charles P. Holden  
    Name:  Charles P. Holden  
    Title: Managing Director  
       





 
Page 38 of 43

 

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 14, 2013
THOMAS H. LEE INVESTORSLIMITED PARTNERSHIP  
  By:  THL Investment Management Corp., its General Partner  
       
       
 
By:
/s/ Charles P. Holden  
    Name:  Charles P. Holden  
    Title: Treasurer  
       





 
Page 39 of 43

 

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 14, 2013
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 40 of 43

 

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 14, 2013
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 41 of 43

 

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 14, 2013
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 42 of 43

 

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 14, 2013
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 43 of 43