SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

o

Rule 13d-1(b)

x

Rule 13d-1(c)

o

Rule 13d-1(d)

CUSIP No. 758204200

1.

Name of Reporting Person.
I.R.S. Identification No. of Above Person (Entities Only).

ING Groep N.V.

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

(a)

o

(b)

o

3.

SEC Use Only

4.

Citizenship or Place of Organization
The Netherlands

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With:

5.

Sole Voting Power
0

6.

Shared Voting Power
8,822,134(1)

7.

Sole Dispositive Power
0

8.

Shared Dispositive Power
8,822,134(1)

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
8,822,134(1)

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

11.

Percent of Class Represented by Amount in Row (9)
1.22%(2)

12.

Type of Reporting Person (See Instructions)
HC

Item 1(a).

Name of Issuer:
Reed Elsevier N.V.

Item 1(b).

Address of Issuer’s Principal Executive Offices:
Radarweg 29

1043 NX

Amsterdam

The Netherlands

Item 2(a).

Name of Person Filing:
ING Groep N.V.

Item 2(b).

Address of Principal Business Office or, if none, Residence:
Bijlmerplein 888

1102 MG

Amsterdam-Zuidoost

Postbus 810

1000 BV Amsterdam

The Netherlands

Item 2(c).

Citizenship:
The Netherlands

Item 2(d).

Title of Class of Securities:
Ordinary Shares

Item 2(e).

CUSIP Number:
758204200

Item 3.

If this statement is filed pursuant to Rule 13d-1(b), 13d-2(b) or (c), check whether the person filing is a:

(a)

o

Broker or dealer registered under Section 15 of the Exchange Act.

(b)

o

Bank as defined in Section 3(a)(6) of the Exchange Act.

(c)

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Insurance company as defined in Section 3(a)(19) of the Exchange Act.

(d)

o

Investment company as defined under Section 8 of the Investment Company Act.

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E).

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F).

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

(i)

o

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act.

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Not Applicable.

Item 4.

Ownership:

(a)         ING Groep N.V. may be deemed to be the beneficial owner of 8,822,134 Ordinary Shares held by its indirect and direct wholly owned subsidiaries. Of these, 8,715,856 shares are held by indirect subsidiaries of ING Groep N.V. in their role as a discretionary manager of client portfolios.

ING Groep N.V. disclaims beneficial ownership of 8,715,856 Ordinary Shares held by its indirect subsidiaries, as ING Groep N.V. does not hold voting rights or dispositive powers for such shares.

(b)         ING Groep N.V. may be deemed to be the beneficial owner of 1.22% of the Ordinary Shares, as based on 725,984,225 Ordinary Shares of €0.07 each, issued and outstanding as of December 31, 2012, as disclosed by the Issuer to the Reporting Person through the Netherlands Authority for the Financial Markets (AFM) on January 6, 2013.

(c)          Although ING Groep N.V. may be deemed to be the beneficial owner of 8,715,856 Ordinary Shares held by its indirect wholly owned subsidiaries, ING Groep N.V. does not exercise voting rights or dispositive powers for such securities.

Item 5.

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following: x

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

Not Applicable.

Item 8.

Identification and Classification of Members of the Group.

Not Applicable.

Item 9.

Notice of Dissolution of Group.

Not Applicable.

Item 10.

Certification.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Dated: April 9, 2013

ING GROEP N.V.

By:

/s/ Just A.M. Emke-Petrelluzzi Bojanic

(Signature)

J.A.M. Emke-Petrelluzzi Bojanic

Senior Compliance Officer (Name/Title)

By:

/s/ A.T.M. Remmerswaal

(Signature)

A.T.M. Remmerswaal

Head of MI & MRTC (Name/Title)