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 *
  KASH ARWIN
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2012		 3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings N.V. [NLSN]
(Last)
(First)
(Middle)
770 BROADWAY		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice Chairman
 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 150,347
D
 
Common Stock 395,761
I
By CG Kash Holding, LLC (1)

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) 05/26/2019 Common Stock 65,624 $ 16 D  
Options to purchase common stock (right to buy)   (3) 05/26/2019 Common Stock 10,937 $ 32 D  
Options to purchase common stock (right to buy)   (4) 05/11/2018 Common Stock 60,000 $ 30.19 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KASH ARWIN
770 BROADWAY
NEW YORK, NY 10003		       Vice Chairman  

Signatures

/s/ Harris Black, authorized signatory 01/11/2012
**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) These securities are held by CG Kash Holding, LLC, a Delaware limited liability company of which the reporting person is the manager and sole voting member, for the benefit of the reporting person and a family trust. The reporting person disclaims beneficial ownership of the securities held by this limited liability company except to the extent of his pecuniary interest therein.
(2) Represents options to purchase shares of common stock of the Issuer, of which 32,812 are vested. An additional 16,406 and 8,203 will vest on December 31, 2012 and 2013, respectively. The remaining 8,203 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2012, or otherwise, on December 31, 2014.
(3) Represents options to purchase shares of common stock of the Issuer, of which 5,469 are vested. An additional 2,734 and 1,367 will vest on December 31, 2012 and 2013, respectively. The remaining 1,367 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2012, or otherwise, on December 31, 2014
(4) Represents options to purchase shares of common stock of the Issuer, which will vest in four equal annual installments beginning on May 11, 2012.
 
Remarks:
Exhibit List: Exhibit 24 - Confirming Statement

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