Jon Miller - Oct 11, 2022 Form 4 Insider Report for Nielsen Holdings plc (NLSN)

Role: Director
Signature: /s/ Jennifer Meschewski, Authorized Signatory
Stock symbol: NLSN
Transactions as of: Oct 11, 2022
Transactions value $: -$626,700
Form type: 4
Date filed: 10/13/2022, 04:15 PM
Previous filing: Sep 6, 2022
Next filing: May 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	NLSN	Common Stock	Disposed to Issuer	-$627K	-22.4K	-100%	$28.00	0	Oct 11, 2022	Direct	F1

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

Jon Miller is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Pursuant to the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022 (the "Transaction Agreement"), by and among Nielsen Holdings plc (the "Issuer"), Neptune Intermediate Jersey Limited and Neptune Bidco US Inc., at the Effective Time (as defined in the Transaction Agreement), each deferred stock unit award ("DSU Award") of the Issuer was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of ordinary shares subject to such DSU Award as of immediately prior to the Effective Time and (ii) $28.00 in cash per ordinary share.

Content

Pursuant to the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022 (the "Transaction Agreement"), by and among Nielsen Holdings plc (the "Issuer"), Neptune Intermediate Jersey Limited and Neptune Bidco US Inc., at the Effective Time (as defined in the Transaction Agreement), each deferred stock unit award ("DSU Award") of the Issuer was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of ordinary shares subject to such DSU Award as of immediately prior to the Effective Time and (ii) $28.00 in cash per ordinary share.