Key facts
- This page summarizes Karthik Rao's Form 4 filing for Nielsen Holdings plc.
- 5 reported transactions and 3 derivative rows are listed below.
- Accepted by SEC: 13 Oct 2022, 19:03.
Karthik Rao - 11 Oct 2022 Form 4 Insider Report for Nielsen Holdings plc
- Reporting relationship
- COO
- Issuer ticker
- N/A
- Reported as of
- 11 Oct 2022
- Net transaction value
- -$4,345,280
- SEC form
- 4
- Accepted by SEC
- 13 Oct 2022, 19:03:26 UTC
- Prior SEC filing
- 06 Sep 2022
- Next SEC filing
- 08 May 2023
- Source filing
- View source filing
- Reporting owner signature
- /s/ Jennifer Meschewski, Authorized Signatory
Source evidence
Original filing metadata and source links for verification.
5 source fields
Reporting owner
1 detail
Key filing fact
Karthik Rao filed Form 4 for Nielsen Holdings plc on 13 Oct 2022.
Change
- Previous filing in this sequence was filed on 06 Sep 2022.
- Current net transaction value: -$4,345,280.
Research use
- This tells you what this filing adds before you inspect full transaction and derivative tables.
- You can trace every row back to the original SEC filing document.
Evidence
Filed on Form 4
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported non-derivative transactions
Shares, units, or other non-derivative securities reported in this filing.
NLSN
transaction
Common Stock
Award
- Transaction value
- $2,315,768
- Shares
- +82,706
- Change %
- +53%
- Price
- $28.00
- Shares after
- 237,895
- Date
- 11 Oct 2022
- Ownership
- Direct
- Footnotes
- F1
NLSN
transaction
Common Stock
Disposed to Issuer
- Transaction value
- $6,661,048
- Shares
- -237,895
- Change %
- -100%
- Price
- $28.00
- Shares after
- 0
- Date
- 11 Oct 2022
- Ownership
- Direct
- Footnotes
- F2, F3
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
NLSN
transaction
Derivative
Options to Purchase Common Stock
Disposed to Issuer
- Transaction value
- $0
- Shares
- -15,394
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 11 Oct 2022
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 15,394
- Exercise price
- $48.35
- Footnotes
- F4, F5
NLSN
transaction
Derivative
Options to Purchase Common Stock
Disposed to Issuer
- Transaction value
- $0
- Shares
- -15,964
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 11 Oct 2022
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 15,964
- Exercise price
- $54.05
- Footnotes
- F4, F5
NLSN
transaction
Derivative
Options to Purchase Common Stock
Disposed to Issuer
- Transaction value
- $0
- Shares
- -195,059
- Change %
- -100%
- Price
- $0.000000*
- Shares after
- 0
- Date
- 11 Oct 2022
- Ownership
- Direct
- Underlying class
- Common Stock
- Underlying amount
- 195,059
- Exercise price
- $26.06
- Footnotes
- F4, F6
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
Karthik Rao is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 6 footnotes
Footnote F1
Represents performance-based restricted stock unit awards ("PRSU Awards") of Nielsen Holdings plc (the "Issuer") that vested immediately prior to the Effective Time (as defined below) based on target (100%) performance.
Footnote F2
Reflects disposition in connection with the completion of the transactions contemplated by the Transaction Agreement, dated as of March 28, 2022, as amended on August 19, 2022 (the "Transaction Agreement"), by and among the Issuer, Neptune Intermediate Jersey Limited and Neptune Bidco US Inc. ("Purchaser"). On October 11, 2022, at the Effective Time (as defined in the Transaction Agreement), each share of common stock of the Issuer was acquired by the Purchaser in consideration of a payment of $28.00 in cash per share (the "Offer Consideration"), subject to required withholding taxes.
Footnote F3
Pursuant to the Transaction Agreement, at the Effective Time, each time-based restricted stock unit award ("RSU Award") and PRSU Award was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such RSU Award or PRSU Award as of immediately prior to the Effective Time and (ii) the Offer Consideration.
Footnote F4
Pursuant to the Transaction Agreement, at the Effective Time, each outstanding option to purchase common stock of the Issuer, whether vested or unvested, was cancelled and converted into the right to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such option as of immediately prior to the Effective Time and (ii) the excess, if any, of the Offer Consideration over the exercise price per share subject to such option as of the Effective Time.
Footnote F5
These options were fully vested.
Footnote F6
These options to purchase shares of common stock were subject to both performance and time vesting requirements. The performance vesting requirement would have been satisfied upon the Issuer's common stock achieving a closing market price per share of at least $35.18 for a period of at least 21 consecutive trading days before March 11, 2025. The time vesting requirement would have been satisfied on March 11, 2025.