Windacre Partnership Llc - Oct 11, 2022 Form 4 Insider Report for Nielsen Holdings plc (NLSN)

Role: 10%+ Owner
Signature: The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member
Stock symbol: NLSN
Transactions as of: Oct 11, 2022
Transactions value $: -$2,749,232,640
Form type: 4
Date filed: 10/13/2022, 08:05 AM
Previous filing: Apr 18, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NLSN	Ordinary Shares, par value euro 0.07 per share	Other	-$2.75B	-98.2M	-100%	$28.00	0	Oct 11, 2022	See footnotes	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Windacre Partnership Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	As described in the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof (the "Schedule 13D/A"), on October 11, 2022, the Acquisition was consummated and certain of the Ordinary Shares held by The WindAcre Partnership Master Fund LP ("Master Fund") were contributed pursuant to the terms of the Commitment Letter. At the Effective Time, shareholders of the Issuer ceased to have any rights with respect to the Ordinary Shares, except their rights under the Scheme, including the right to receive the Offer Consideration. Capitalized terms used but not defined in this footnote shall have the meaning set forth in the Schedule 13D/A.
F2	This Form 4 is filed by The WindAcre Partnership LLC ("WindAcre"), Master Fund, and Snehal Amin ("Mr. Amin") with respect to the securities previously directly held by Master Fund. WindAcre is the investment manager to Master Fund. Mr. Amin is the managing member of WindAcre.

Content

As described in the Schedule 13D/A filed by the Reporting Persons with the Securities and Exchange Commission on the date hereof (the "Schedule 13D/A"), on October 11, 2022, the Acquisition was consummated and certain of the Ordinary Shares held by The WindAcre Partnership Master Fund LP ("Master Fund") were contributed pursuant to the terms of the Commitment Letter. At the Effective Time, shareholders of the Issuer ceased to have any rights with respect to the Ordinary Shares, except their rights under the Scheme, including the right to receive the Offer Consideration. Capitalized terms used but not defined in this footnote shall have the meaning set forth in the Schedule 13D/A.

This Form 4 is filed by The WindAcre Partnership LLC ("WindAcre"), Master Fund, and Snehal Amin ("Mr. Amin") with respect to the securities previously directly held by Master Fund. WindAcre is the investment manager to Master Fund. Mr. Amin is the managing member of WindAcre.