Blackstone Inc. — Director's Dealing 2014

Mar 12, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Nielsen Holdings N.V. (NLSN)
CIK: 0001492633
Period of Report: 2014-03-10

Reporting Person: Blackstone Management Associates (Cayman) V L.P. (10% Owner)
Reporting Person: Blackstone LR Associates (Cayman) V Ltd. (10% Owner)
Reporting Person: BCP V GP L.L.C. (10% Owner)
Reporting Person: Blackstone Holdings III L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP L.P. (10% Owner)
Reporting Person: Blackstone Holdings III GP Management L.L.C. (10% Owner)
Reporting Person: Blackstone Group L.P. (10% Owner)
Reporting Person: Blackstone Group Management L.L.C. (10% Owner)
Reporting Person: SCHWARZMAN STEPHEN A (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-10	Common Stock	S	2866125	$46.25	Disposed	10558018	Indirect
2014-03-10	Common Stock	S	90187	$46.25	Disposed	332226	Indirect
2014-03-10	Common Stock	S	18566	$46.25	Disposed	68393	Indirect
2014-03-10	Common Stock	S	2653535	$46.25	Disposed	9774895	Indirect
2014-03-10	Common Stock	S	227268	$46.25	Disposed	837194	Indirect
2014-03-10	Common Stock	S	45867	$46.25	Disposed	168962	Indirect
2014-03-10	Common Stock	S	203284	$46.25	Disposed	748843	Indirect

Footnotes

F1: These shares represent shares of common stock that were sold or are held by Valeon Acquisition Holding (Luxembourg) S.a.r.l. ("Luxco").

F2: This amount represents the secondary price per share of the Issuer's common stock received by Luxco in an underwritten secondary block trade.

F3: The securities are attributable to Blackstone Capital Partners (Cayman) V L.P ("BCP V") through its ownership of securities of Luxco.

F4: The securities are attributable to Blackstone Family Investment Partnership (Cayman) V L.P ("BFIP V") through its ownership of securities of Luxco.

F5: The securities are attributable to Blackstone Participation Partnership (Cayman) V L.P ("BPPV") through its ownership of securities of Luxco.

F6: The securities are attributable to Blackstone Capital Partners (Cayman) V-A, L.P ("BCP V-A") through its ownership of securities of Luxco.

F7: The securities are attributable to BCP (Cayman) V-S L.P ("BCP V-S") through its ownership of securities of Luxco.

F8: The securities are attributable to BCP V Co-Investors (Cayman) L.P ("BCPVC") through its ownership of securities of Luxco.

F9: The securities are attributable to Blackstone Family Investment Partnership (Cayman) V-SMD L.P ("BFIP V-SMD") through its ownership of securities of Luxco.

F10: Blackstone Management Associates (Cayman) V.L.P. ("BMA") is the general partner of each of BCP V, BCP V-A, BCP V-S and BCPVC, Blackstone LR Associates (Cayman) V Ltd ("BLRA") and BCP V GP L.L.C. are the general partners of BMA. The general partner of each of BFIP V and BPPV is BCP V GP L.L.C. The general partner of BFIP V-SMD is Blackstone Family GP L.L.C. Blackstone Holdings III L.P. is the sole member of BCP V GP L.L.C. The general partner of Blackstone Holdings III L.P. is Blackstone Holdings III GP L.P. The general partner of Blackstone Holdings III GP L.P. is Blackstone Holdings III GP Management L.L.C.

F11: The sole member of Blackstone Holdings III GP Management L.L.C. is The Blackstone Group L.P. The general partner of The Blackstone Group L.P. is Blackstone Group Management L.L.C. Blackstone Group Management L.L.C. is wholly owned by Blackstone's senior managing directors and controlled by its founder, Stephen A. Schwarzman. Mr. Schwarzman is director and controlling person of BLRA. Blackstone Family GP L.L.C. is controlled by its founding member, Mr. Schwarzman.