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 *
  CALHOUN DAVID L
 2. Date of Event Requiring Statement (Month/Day/Year)
01/25/2011		 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)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
 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 965,909
D
 
Common Stock 284,090
I
by trust (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) 02/02/2017 Common Stock 1,875,000 $ 16 D  
Options to purchase common stock (right to buy)   (3) 02/02/2017 Common Stock 1,518,750 $ 16 D  
Options to purchase common stock (right to buy)   (2) 02/02/2017 Common Stock 312,500 $ 32 D  
Options to purchase common stock (right to buy)   (4) 02/02/2017 Common Stock 253,125 $ 32 D  
Options to purchase common stock (right to buy)   (5) 03/18/2020 Common Stock 156,250 $ 18.4 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CALHOUN DAVID L
770 BROADWAY
NEW YORK, NY 10003		   X     Chief Executive Officer  

Signatures

/s/ Harris Black, authorized signatory 01/25/2011
**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) The securities are held by various trusts for the benefit of the reporting person and his family members as to which the reporting person is the trustee. The reporting person disclaims beneficial ownership of the securities held by the trusts except to the extent of his percuniary interest.
(2) Represents options to purchase shares of common stock of the Issuer, of which 81% are vested and the remaining 19% will vest on December 31, 2011.
(3) Represents options to purchase shares of common stock of the Issuer, of which 93,750 vested on the grant date (December 31, 2006), 356,250 vested on December 31, 2007 and 356,250 vested on December 31, 2009. An additional 356,250 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 356,250 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.
(4) Represents options to purchase shares of common stock of the Issuer, of which 15,625 vested on the grant date (December 31, 2006), 59,375 vested on December 31, 2007 and 59,375 vested on December 31, 2009. An additional 59,375 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2010 or, otherwise, on December 31, 2012. The remaining 59,375 will vest if the Issuer meets or exceeds a pre-established EBITDA target for 2011 or, otherwise, on December 31, 2013.
(5) Represents options to purchase shares of common stock of the Issuer, which vest in three equal installments on March 18, 2011, 2012 and 2013.
 
Remarks:
Exhibit List: Exhibit 24 - Confirming Statement

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