Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: January 31, 2005
Estimated average burden hours per response... 0.5

(Print or Type Responses)
1. Name and Address of Reporting Person *
Habib Mitchell
   2. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [NLSN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
C/O NIELSEN HOLDINGS N.V., 85 BROAD STREET		 3. Date of Earliest Transaction (Month/Day/Year)
02/20/2014
(Street)

NEW YORK, NY 10004		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 02/20/2014   D   9,141 D (1) 42,275.39 D  
Common Stock 02/26/2014   M   40,078 A $ 16 82,353.39 D  
Common Stock 02/26/2014   S   40,078 D $ 46.25 (2) 42,275.39 D  
Common Stock 02/26/2014   M   6,680 A $ 32 48,955.39 D  
Common Stock 02/26/2014   S   6,680 D $ 46.44 (3) 42,275.39 D  
Common Stock               82,000 I See Footnote (4)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Options to Purchase Common Stock (right to buy) $ 16 02/26/2014   M     40,078   (5) 02/02/2017 Common Stock 40,078 $ 0 0 D  
Options to Purchase Common Stock (right to buy) $ 32 02/26/2014   M     6,680   (6) 02/02/2017 Common Stock 6,680 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Habib Mitchell
C/O NIELSEN HOLDINGS N.V.
85 BROAD STREET
NEW YORK, NY 10004		       Chief Operating Officer  

Signatures

 /s/ Harris Black, Authorized Signatory   02/28/2014
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Reflects the cancellation of the restricted shares granted to the reporting person on February 10, 2014, which represented 25% of the award earned by the reporting person under the issuer's Annual Incentive Plan with respect the 2013 performance year. In connection with the reporting person's separation arrangements with the issuer, the issuer will instead pay the reporting person such 25% portion of the annual incentive award in cash, which is equal to $412,500.
(2) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.11 to $46.44, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(3) The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $46.43 to $46.47, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(4) These shares of common stock are held through a limited liability company of which the reporting person is a manager. The reporting person disclaims beneficial ownership of the securities held by this limited liability company except to the extent of his pecuniary interest therein.
(5) Represents options to purchase shares of common stock of the Issuer, of which 10,547 vested on the grant date (December 31, 2006) and 40,078 vested on each of December 31, 2007, 2009, 2012 and 2013.
(6) Represents options to purchase shares of common stock of the Issuer, of which 1,758 vested on the grant date (December 31, 2006) and 6,680 vested on each of December 31, 2007, 2009, 2012 and 2013.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.