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 * Zukauckas Linda	2. Issuer Name and Ticker or Trading Symbol Nielsen Holdings plc [ NLSN ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                    _____ 10% Owner __X__ Officer (give title below)    _____ Other (specify below) Chief Financial Officer
(Last)          (First)          (Middle) C/O NIELSEN HOLDINGS PLC, 675 AVENUE OF THE AMERICAS	3. Date of Earliest Transaction (MM/DD/YYYY) 10/11/2022
(Street) NEW YORK, NY 10010 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _X _ Form filed by One Reporting Person ___ 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
Common Stock	10/11/2022		A(1)		183633	A	$0.00	417160.21	D
Common Stock	10/11/2022		D(2)(3)		417160.21	D	$28.00	0	D

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
Options to Purchase Common Stock (right to buy)	$20.61	10/11/2022		D (4)			100000	(5)	2/3/2027	Common Stock	100000	$0.00	0	D
Options to Purchase Common Stock	$26.06	10/11/2022		D (4)			195059	(6)	3/11/2025	Common Stock	195059	$0.00	0	D

Explanation of Responses:
(1)	Represents performance-based restricted stock unit awards ("PRSU Awards") of Nielsen Holdings plc ("Issuer") that vested immediately prior to the Effective Time (as defined below) based on target (100%) performance.
(2)	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.
(3)	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.
(4)	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.
(5)	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 $25.76 for a period of at least 21 consecutive trading days before February 3, 2023. The time vesting requirement would have been satisfied in three equal annual installments beginning on February 3, 2021.
(6)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Zukauckas Linda C/O NIELSEN HOLDINGS PLC 675 AVENUE OF THE AMERICAS NEW YORK, NY 10010			Chief Financial Officer

Signatures
/s/ Jennifer Meschewski, Authorized Signatory		10/13/2022
**Signature of Reporting Person		Date

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