Nielsen N.V. (Form: 4, Received: 03/09/2015 17:30:55)

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 ^* KKR Group Holdings L.P.	2. Issuer Name and Ticker or Trading Symbol Nielsen N.V. [ 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) C/O KOHLBERG KRAVIS ROBERTS & CO. L.P., 9 WEST 57TH STREET, SUITE 4200	3. Date of Earliest Transaction (MM/DD/YYYY) 3/5/2015
(Street) NEW YORK, NY 10019 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	3/5/2015		S		663560 ⁽¹⁾	D	$45.00	2466349	I	See Footnotes ⁽¹⁾ ⁽²⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock	3/5/2015		S		3336440 ⁽¹⁾	D	$45.00	12401027	I	See Footnotes ⁽¹⁾ ⁽³⁾ ⁽⁵⁾ ⁽⁶⁾
Common Stock								174	I	See Footnotes ⁽¹⁾ ⁽⁴⁾ ⁽⁶⁾

*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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:
(1)	These shares represent shares of common stock that were sold or are held by Valcon Acquisition Holding (Luxembourg) S.a.r.l ("Luxco").
(2)	The securities are attributable to KKR VNU Equity Investors, L.P. through its ownership of securities of Luxco, KKR VNU Equity Investors, L.P. is controlled by its general partner, KKR VNU GP Limited, KKR VNU GP Limited is wholly-owned by KKR VNU (Millennium) Limited ("KKR VNU Limited").
(3)	The securities are attributable to KKR VNU (Millennium), L.P. through its ownership of securities of Luxco, KKR VNU (Millennium), L.P. is controlled by its general partner, KKR VNU Limited.
(4)	The securities are attributable to KKR Millennium Fund (Overseas), Limited Partnership ("Millennium Fund") through its ownership of securities of Luxco Millennium Fund is controlled by its general partner, KKR Associates Millennium (Overseas), Limited Partnership.
(5)	KKR Associates Millennium (Overseas), Limited Partnership holds a majority of the equity interests of KKR VNU Limited.
(6)	KKR Associates Millennium (Overseas), Limited Partnership is controlled by its general partner, KKR Millennium Limited, KKR Fund Holdings L.P. ("KKR Fund Holdings") is the sole shareholder of KKR Millennium Limited, KKR Fund Holdings GP Limited ("KKR Fund Holdings GP") is a general partner of KKR Fund Holdings, KKR Group Holdings L.P. ("KKR Group Holdings") is the sole shareholder of KKR Fund Holdings GP and a general partner of KKR Fund Holdings, KKR Group Limited ("KKR Group") is the general partner of KKR Group Holdings, KKR & Co L.P. ("KKR & Co") is the sole shareholder of KKR Group, KKR Management LLC is the general partner of KKR & Co. The designated members of KKR Management LLC are Messrs Henry R. Kravis and George R. Roberts.

Remarks:
Because no more than 10 reporting persons can file any one Form 4 through the Securities and Exchange Commission's EDGAR system, KKR VNU Equity Investors, L.P. KKR VNU GP Limited, KKR VNU Limited, KKR VNU (Millennium), L.P. Millennium Fund, KKR Associates Millennium (Overseas), Limited Partnership, KKR Millennium Limited, KKR Fund Holdings L.P. and KKR Fund Holdings GP Limited have filed a separate Form 4. Each of the Reporting Persons disclaims beneficial ownership of securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein. The filing of this statement shall not be deemed to be an admission that, for purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise, the Reporting Persons are the beneficial owners of any securities reported herein. Exhibit List : Exhibit 24 - Power of Attorney, 99.1 - Additional Information

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KKR Group Holdings L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR & Co. L.P. C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Management LLC C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KRAVIS HENRY R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
ROBERTS GEORGE R C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X
KKR Group Ltd C/O KOHLBERG KRAVIS ROBERTS & CO. L.P. 9 WEST 57TH STREET, SUITE 4200 NEW YORK, NY 10019		X

Signatures
/s/ Terence Gallagher, as authorized signatory (7) for KKR Group Holdings L.P.		3/9/2015
^** Signature of Reporting Person		Date
/s/ Terence Gallagher, as authorized signatory (8) for KKR Group Limited		3/9/2015
^** Signature of Reporting Person		Date
/s/ Terence Gallagher, as authorized signatory (9) for KKR & Co. L.P.		3/9/2015
^** Signature of Reporting Person		Date
/s/ Terence Gallagher, as authorized signatory (10) for KKR Management LLC		3/9/2015
^** Signature of Reporting Person		Date
/s/ Terence Gallagher, as attorney-in-fact for Henry R. Kravis		3/9/2015
^** Signature of Reporting Person		Date
/s/ Terence Gallagher, as attorney-in-fact for George R. Roberts		3/9/2015
^** 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).
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

                                                                      Exhibit 24


                                POWER OF ATTORNEY

Know all men by these presents that Henry R. Kravis does hereby make, constitute
and appoint William J. Janetschek, David J. Sorkin, Terence P. Gallagher, and
Christopher B. Lee, or any one of them, as a true and lawful attorney-in-fact of
the undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ Henry R. Kravis
                                        ----------------------------------------
                                        Name: Henry R. Kravis

Date: May 28, 2014

                                POWER OF ATTORNEY

Know all men by these presents that George R. Roberts does hereby make,
constitute and appoint William J. Janetschek, David J. Sorkin, Terence P.
Gallagher, and Christopher B. Lee, or any one of them, as a true and lawful
attorney-in-fact of the undersigned with full powers of substitution and
revocation, for and in the name, place and stead of the undersigned (both in the
undersigned's individual capacity and as a manager or member of any limited
liability company, as a partner of any partnership, as an officer of any
corporate or other entity, or in the undersigned's capacity in a position
similar to the foregoing at any entity, in each case, for which the undersigned
is otherwise authorized to sign), to execute and deliver such forms, schedules,
statements and other documents as may be required to be filed from time to time
with the Securities and Exchange Commission with respect to: (i) Sections 13(d),
13(g), 13(f), 13(h) and 16(a) of the Securities Exchange Act of 1934, as
amended, including without limitation, Schedule 13D, Schedule 13G, Form 13F,
Form 13H, Form 3, Form 4 and Form 5 and (ii) in connection with any applications
for EDGAR access codes, including without limitation the Form ID.

                                        /s/ George R. Roberts
                                        ----------------------------------------
                                        Name: George R. Roberts

Date: May 28, 2014

                                POWER OF ATTORNEY

Know all men by these presents that William J. Janetschek does hereby make,
constitute and appoint David J. Sorkin, Terence P. Gallagher, and Christopher B.
Lee, or any one of them, as a true and lawful attorney-in-fact of the
undersigned with full powers of substitution and revocation, for and in the
name, place and stead of the undersigned (both in the undersigned's individual
capacity and as a manager or member of any limited liability company, as a
partner of any partnership, as an officer of any corporate or other entity, or
in the undersigned's capacity in a position similar to the foregoing at any
entity, in each case, for which the undersigned is otherwise authorized to
sign), to execute and deliver such forms, schedules, statements and other
documents as may be required to be filed from time to time with the Securities
and Exchange Commission with respect to: (i) Sections 13(d), 13(g), 13(f), 13(h)
and 16(a) of the Securities Exchange Act of 1934, as amended, including without
limitation, Schedule 13D, Schedule 13G, Form 13F, Form 13H, Form 3, Form 4 and
Form 5 and (ii) in connection with any applications for EDGAR access codes,
including without limitation the Form ID.

                                        /s/ William J. Janetschek
                                        ----------------------------------------
                                        Name: William J. Janetschek


Date: May 28, 2014

Exhibit 99.1

(7)  Mr. Gallagher is signing in his capacity as attorney-in-fact for William J.
Janetschek, director of KKR Group Limited, the general partner of KKR Group
Holdings L.P.

(8)  Mr. Gallagher is signing in his capacity as attorney-in-fact for William J.
Janetschek, director of KKR Group Limited.

(9)  Mr. Gallagher is signing in his capacity as attorney-in-fact for William J.
Janetschek, Chief Financial Officer of KKR Management LLC, the general partner
of KKR & Co. L.P.

(10) Mr. Gallagher is signing in his capacity as attorney-in-fact for William J.
Janetschek, Chief Financial Officer of KKR Management LLC.

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