Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Barns Dwight
 2. Date of Event Requiring Statement (Month/Day/Year)
02/26/2013		 3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [NLSN]
(Last)
(First)
(Middle)
C/O NIELSEN HOLDINGS N.V., 770 BROADWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres. - Nielsen Global Client
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10003		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 36,875 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase common stock (right to buy)   (2) 03/05/2017 Common Stock 6,234 $ 16 D  
Options to purchase common stock (right to buy)   (2) 03/05/2017 Common Stock 1,039 $ 32 D  
Options to purchase common stock (right to buy)   (3) 03/05/2017 Common Stock 8,859 $ 32 D  
Options to purchase common stock (right to buy)   (3) 03/05/2017 Common Stock 53,156 $ 16 D  
Options to purchase common stock (right to buy)   (4) 03/18/2020 Common Stock 62,500 $ 18.4 D  
Options to purchase common stock (right to buy)   (5) 05/11/2018 Common Stock 75,000 $ 30.19 D  
Options to purchase common stock (right to buy)   (6) 07/26/2019 Common Stock 80,000 $ 27.98 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barns Dwight
C/O NIELSEN HOLDINGS N.V.
770 BROADWAY
NEW YORK, NY 10003		       Pres. - Nielsen Global Client  

Signatures

/s/ Harris Black, Authorized Signatory 03/08/2013
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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).
(1) Includes 15,000 restricted stock units which vest in four equal annual installments on July 26, 2013, 2014, 2015 and 2016.
(2) These options to purchase shares of common stock vest on December 31, 2013.
(3) These options to purchase shares of common stock are currently vested and are exercisable.
(4) These options to purchase shares of common stock vest in three equal annual installments on March 18, 2011, 2012 and 2013.
(5) These options to purchase shares of common stock vest in four equal annual installments on May 11, 2012, 2013, 2014 and 2015.
(6) These options to purchase shares of common stock vest in four equal annual installments on July 26, 2013, 2014, 2015 and 2016.

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