SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

WINDACRE PARTNERSHIP LLC

(Last)

(First)

(Middle)

2200 POST OAK BOULEVARD

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
04/14/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
Ordinary Shares, par value euro 0.07 per share	04/14/2022		P		7,116,000	A	$27.35⁽¹⁾	98,190,100	I	See footnotes⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

1. Name and Address of Reporting Person^*

WINDACRE PARTNERSHIP LLC

(Last)

(First)

(Middle)

2200 POST OAK BOULEVARD

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

WindAcre Partnership Master Fund, LP

(Last)

(First)

(Middle)

2200 POST OAK BLVD.

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Amin Snehal

(Last)

(First)

(Middle)

2200 POST OAK BLVD.

SUITE 1580

(Street)

HOUSTON

77056

(City)

(State)

(Zip)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $27.32 to $27.38, inclusive. The Reporting Persons, upon request, undertake to provide to the staff of the Securities and Exchange Commission, the Issuer, or any securityholder of the Issuer, to the extent required, full information regarding the number of shares purchased at each separate price within the range set forth herein.

2. The securities reported herein are held directly by The WindAcre Partnership Master Fund LP ("Master Fund") and may be deemed to be indirectly beneficially owned by The WindAcre Partnership LLC ("WindAcre"), the investment manager to the Master Fund, and Snehal Amin, the managing member of WindAcre.

3. The filing of this statement shall not be deemed an admission that any of the Reporting Persons are the beneficial owners of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons disclaim beneficial ownership of the securities reported herein, except to the extent of its or his pecuniary interest therein, if any.

	The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member	04/18/2022
	The WindAcre Partnership Master Fund LP, By: The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member	04/18/2022
	/s/ Snehal Amin	04/18/2022
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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SEC Form 4: Windacre Partnership Llc bought $194,622,600 worth of Ordinary Shares (7,116,000 units at $27.35)