NLSN Nielsen Holdings PLC

FORM 4 [X] 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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * WINDACRE PARTNERSHIP LLC	2. Issuer Name and Ticker or Trading Symbol Nielsen Holdings plc [ NLSN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    __X__ 10% Owner _____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle) 2200 POST OAK BOULEVARD, SUITE 1580	3. Date of Earliest Transaction (MM/DD/YYYY) 10/11/2022
(Street) HOUSTON, TX 77056 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) ___ Form filed by One Reporting Person _ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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
Ordinary Shares, par value euro 0.07 per share	10/11/2022		J(1)		98186880	D(1)	$28 (1)	0	I	See footnotes (2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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

Explanation of Responses:
(1)	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.
(2)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
WINDACRE PARTNERSHIP LLC 2200 POST OAK BOULEVARD SUITE 1580 HOUSTON, TX 77056		X
WindAcre Partnership Master Fund, LP 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056		X
Amin Snehal 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056		X

Signatures
The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member		10/13/2022
**Signature of Reporting Person		Date
The WindAcre Partnership Master Fund LP, By: The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member		10/13/2022
**Signature of Reporting Person		Date
/s/ Snehal Amin		10/13/2022
**Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*	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).
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