FORM 4
[ ] 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
                                                                                  
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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 * WINDACRE PARTNERSHIP LLC 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)
(Last)          (First)          (Middle)
2200 POST OAK BOULEVARD, SUITE 1580
3. Date of Earliest Transaction (MM/DD/YYYY)
4/14/2022
(Street)
HOUSTON, TX 77056
(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)
Code V Amount (A) or (D) Price
Ordinary Shares, par value euro 0.07 per share  4/14/2022    P    7116000  A $27.35 (1) 98190100  I  See footnotes (2)(3)

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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WINDACRE PARTNERSHIP LLC
2200 POST OAK BOULEVARD
SUITE 1580
HOUSTON, TX 77056

X

WindAcre Partnership Master Fund, LP
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056

X

Amin Snehal
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056

X


Signatures
The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member 4/18/2022
**Signature of Reporting Person Date
The WindAcre Partnership Master Fund LP, By: The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member 4/18/2022
**Signature of Reporting Person Date
/s/ Snehal Amin 4/18/2022
**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.
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.
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