Edgar Filing: Nielsen Holdings N.V.

mm02-1412nielsen_sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

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, 2011

(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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
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 359,225,318 shares of Common Stock outstanding as of September 30, 2011, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission.

Page 2 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4% **
12	TYPE OF REPORTING PERSON PN

Page 3 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON* PN

Page 4 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 5 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 6 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 7 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 8 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 9 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

**T

he calculation of the foregoing percentage is based on 359,225,318 shares of Common Stock outstanding as of September 30, 2011, as reported in the Issuer’s Form 10-Q for the quarterly period ended September 30, 2011 filed with the Securities and Exchange Commission.

Page 10 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 11 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 12 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON PN

Page 13 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON OO

Page 14 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON* PN

Page 15 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON OO

Page 16 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON OO

Page 17 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON OO

Page 18 of 49

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 270,746,445*
		7	SOLE DISPOSITIVE POWER -0-
		8	SHARED DISPOSITIVE POWER 270,746,445*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 270,746,445*
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 75.4%**
12	TYPE OF REPORTING PERSON OO

Page 19 of 49

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, a copy of which is filed with this Schedule 13G as Exhibit A 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):

c/o Walkers

Walker House

May Street

Georgetown, Grand Cayman

Cayman Islands

Page 20 of 49

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 270,746,445 shares of Common Stock, or 75.4% of the outstanding shares of Common Stock based on 359,225,318 shares of Common Stock outstanding as of September 30, 2011.

Thomas H. Lee (Alternative) Fund V, L.P. beneficially owns 15,225 Ordinary Shares and 4,885,230 Yield Free Convertible Preferred Equity Certificates (“YFCPECs”) of Luxco, or 3.76% of Luxco’s outstanding capital. Thomas H. Lee (Alternative) Parallel Fund V, L.P. beneficially owns 3,950 Ordinary Shares and 1,267,521 YFCPECs of Luxco, or 0.98% of Luxco’s outstanding capital. Thomas H. Lee (Alternative) Cayman Fund V, L.P. beneficially owns 210 Ordinary Shares and 67,312 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 49

CUSIP NO. N63218106 13G

Thomas H. Lee (Alternative) Fund VI, L.P. beneficially owns 24,920 Ordinary Shares and 7,996,953 YFCPECs of Luxco, or 6.15% of Luxco’s outstanding capital. Thomas H. Lee (Alternative) Parallel Fund VI, L.P. beneficially owns 16,870 Ordinary Shares and 5,415,112 YFCPECs of Luxco, or 4.17% of Luxco’s outstanding capital. Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P. beneficially owns 2,950 Ordinary Shares and 945,911 YFCPECs of Luxco, or 0.73% of Luxco’s outstanding capital. THL Equity Fund VI Investors (VNU), L.P. beneficially owns 17,275 Ordinary Shares and 5,543,158 YFCPECs of Luxco, or 4.26% of Luxco’s outstanding capital. THL Equity Fund VI Investors (VNU) II, L.P. beneficially owns 180 Ordinary Shares and 57,904 YFCPECs of Luxco, or 0.05% of Luxco’s outstanding capital. THL Equity Fund VI Investors (VNU) III, L.P. beneficially owns 265 Ordinary Shares and 85,133 YFCPECs of Luxco, or 0.04% of Luxco’s outstanding capital. THL Equity Fund VI Investors (VNU) IV, LLC beneficially owns 930 Ordinary Shares and 298,732 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 14,671 YFCPECs of Luxco, or 0.01% of Luxco’s outstanding capital. Thomas H. Lee Investors Limited Partnership beneficially owns 295 Ordinary Shares and 94,680 YFCPECs of Luxco, or 0.07% of Luxco’s outstanding capital.

Putnam Investments Holdings, LLC beneficially owns 250 Ordinary Shares and 79,486 YFCPECs of Luxco, or 0.06% of Luxco’s outstanding capital. Putnam Investments Employees’ Securities Company I LLC beneficially owns 105 Ordinary Shares and 33,204 YFCPECs of Luxco, or 0.03% of Luxco’s outstanding capital. Putnam Investments Employees’ Securities Company II LLC beneficially owns 90 Ordinary Shares and 29,646 YFCPECs of Luxco, or 0.02% of Luxco’s outstanding capital. Putnam Investments Employees’ Securities Company III LLC beneficially owns 125 Ordinary Shares and 40,799 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.

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.

Page 22 of 49

CUSIP NO. N63218106 13G

Reporting Person	Shares Attributable	Percent(*)
Thomas H. Lee (Alternative) Fund V, L.P.	10,175,772	2.8%
Thomas H. Lee (Alternative) Parallel Fund V, L.P.	2,640,204	0.7%
Thomas H. Lee (Alternative) Cayman Fund V, L.P.	140,209	**
Thomas H. Lee (Alternative) Fund VI, L.P.	16,657,380	4.6%
Thomas H. Lee (Alternative) Parallel Fund VI, L.P.	11,279,485	3.1%
Thomas H. Lee (Alternative) Parallel (DT) Fund VI, L.P.	1,970,305	0.5%
THL Equity Fund VI Investors (VNU), L.P.	11,546,213	3.2%
THL Equity Fund VI Investors (VNU) II, L.P.	120,611	**
THL Equity Fund VI Investors (VNU) III, L.P.	177,329	**
THL Equity Fund VI Investors (VNU) IV, LLC	622,247	0.2%
THL Coinvestment Partners, L.P.	30,558	**
Thomas H. Lee Investors Limited Partnership	197,215	**
THL Advisors (Alternative) V, L.P.	12,956,185	3.6%
THL Advisors (Alternative) VI, L.P.	42,373,570	11.8%
Putnam Investment Holdings, LLC	381,462	0.1%
Putnam Investments Employees’ Securities Company I LLC	69,166	**
Putnam Investments Employees’ Securities Company II LLC	61,747	**
Putnam Investments Employees’ Securities Company III LLC	84,978	**

____________

(*)	The calculation of the foregoing percentage is based on 359,225,318 shares of Common Stock outstanding as of September 30, 2011.

(**)	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

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

Page 23 of 49

CUSIP NO. N63218106 13G

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 270,746,445 shares of Common Stock, or 75.4% of the outstanding shares of Common Stock based on 359,225,318 shares of Common Stock outstanding as of September 30, 2011. 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.

Carlyle Funds

Carlyle Partners IV Cayman, L.P.

CP IV Coinvestment Cayman, L.P.

CEP II Participations S.á.r.l. SICAR

Page 24 of 49

CUSIP NO. N63218106 13G

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 49

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, 2012

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: Assistant Treasurer

Page 26 of 49

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, 2012

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: Assistant Treasurer

Page 27 of 49

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, 2012

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: Assistant Treasurer

Page 28 of 49

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, 2012

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: Assistant Treasurer

Page 29 of 49

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, 2012

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: Assistant Treasurer

Page 30 of 49

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, 2012

THOMAS H. LEE (ALTERNATIVE) PARALLEL (DT) FUND V, 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: Assistant Treasurer

Page 31 of 49

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, 2012

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: Assistant Treasurer

Page 32 of 49

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, 2012

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: Assistant Treasurer

Page 33 of 49

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, 2012

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

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 34 of 49

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, 2012

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: Assistant Treasurer

Page 35 of 49

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, 2012

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: Assistant Treasurer

Page 36 of 49

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, 2012

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 49

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, 2012

THL COINVESTMENT PARTNERS, L.P.

By:

Thomas H. Lee Partners, L.P.

its General Partner

By: Thomas H. Lee Advisors, LLC

its General Partner

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 38 of 49

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, 2012 THOMAS H. LEE INVESTORS

LIMITED PARTNERSHIP

By: THL Investment Management Corp.

its General Partner

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 39 of 49

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, 2012 PUTNAM INVESTMENT HOLDINGS, LLC

By:

Thomas H. Lee Advisors, LLC, its attorney in fact

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 40 of 49

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, 2012 PUTNAM INVESTMENTS EMPLOYEES’

SECURITIES COMPANY I LLC,

By: Putnam Investment Holdings, LLC,

its Managing Member

By:

Thomas H. Lee Advisors, LLC, its attorney in fact

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 41 of 49

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, 2012 PUTNAM INVESTMENTS EMPLOYEES’

SECURITIES COMPANY II LLC,

By: Putnam Investment Holdings, LLC,

its Managing Member

By:

Thomas H. Lee Advisors, LLC, its attorney in fact

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 42 of 49

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, 2012 PUTNAM INVESTMENTS EMPLOYEES’

SECURITIES COMPANY III LLC,

By: Putnam Investment Holdings, LLC,

its Managing Member

By:

Thomas H. Lee Advisors, LLC, its attorney in fact

By: /s/ Charles P. Holden

Name: Charles P. Holden

Title: Assistant Treasurer

Page 43 of 49