KKR & Co. 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: KKR Group Holdings L.P. (10% Owner)
Reporting Person: KKR & Co. L.P. (10% Owner)
Reporting Person: KKR Management LLC (10% Owner)
Reporting Person: KRAVIS HENRY R (10% Owner)
Reporting Person: ROBERTS GEORGE R (10% Owner)
Reporting Person: KKR Group Ltd (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-03-10	Common Stock	S	1028235	$46.25	Disposed	3129909	Indirect
2014-03-10	Common Stock	S	5170057	$46.25	Disposed	15737467	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	174	Indirect

Footnotes

F1: These shares represent shares of common stock that were sold or are held by Valcon 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 KKR VNU Equity Investors, L.P. through its ownership of securities of Luxco, KKR VNU Equity Investors, L.P. is controlled by its general partner, KKR VNU GP Limited, KKR VNU GP Limited is wholly-owned by KKR VNU (Millennium) Limited ("KKR VNU Limited").

F4: The securities are attributable to KKR VNU (Millennium), L.P. through its ownership of securities of Luxco, KKR VNU (Millennium), L.P. is controlled by its general partner, KKR VNU Limited.

F5: The securities are attributable to KKR Millennium Fund (Overseas), Limited Partnership ("Millennium Fund") through its ownership of securities of Luxco Millennium Fund is controlled by its general partner, KKR Associates Millennium (Overseas), Limited Partnership.

F6: KKR Associates Millennium (Overseas), Limited Partnership holds a majority of the equity interests of KKR VNU Limited.

F7: KKR Associates Millennium (Overseas), Limited Partnership is controlled by its general partner, KKR Millennium Limited, KKR Fund Holdings L.P. ("KKR Fund Holdings") is the sole shareholder of KKR Millennium Limited, KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings, KKR Group Holdings L.P. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings, KKR Group Limited ("KKR Group") is the general partner of KKR Group Holdings KKR & Co L.P. ("KKR & Co") is the sole shareholder of KKR Group KKR Management LLC is the general partner of KKR & Co. The designated members of KKR Management LLC are Messrs Henry R. Kravis and George R. Roberts.