SECURITIES AND EXCHANGE COMMISSION  
Washington, D.C. 20549  
   
SCHEDULE 13D/A
 
Under the Securities Exchange Act of 1934
(Amendment No. 10)*
 

Nielsen Holdings plc

(Name of Issuer)
 

Ordinary shares, par value €0.07 per share

(Title of Class of Securities)
 

G6518L108

(CUSIP Number)
 

The WindAcre Partnership LLC

2200 Post Oak Blvd

Suite 1580

Houston, TX 77056

 

with a copy to:

Eleazer Klein, Esq.

Marc Weingarten, Esq.

Schulte Roth & Zabel LLP

919 Third Avenue

New York, New York 10022

(212) 756-2000

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
 

May 4, 2022

(Date of Event Which Requires Filing of This Statement)
 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box. x

 

(Page 1 of 6 Pages)

______________________________

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

CUSIP No. G6518L108

Schedule 13D/A Page 2 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

The WindAcre Partnership LLC

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

98,190,100

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,190,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,190,100

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

IA

         

 

 

 

CUSIP No. G6518L108

Schedule 13D/A Page 3 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

The WindAcre Partnership Master Fund LP

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

WC

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

Cayman Islands

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

98,190,100

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,190,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,190,100

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

PN

         

 

 

 

CUSIP No. G6518L108

Schedule 13D/A Page 4 of 6 Pages

 

 

1

NAME OF REPORTING PERSON

Snehal Rajnikant Amin

2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ¨

(b) ¨

3 SEC USE ONLY
4

SOURCE OF FUNDS

AF

5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ¨
6

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH:
7

SOLE VOTING POWER

-0-

8

SHARED VOTING POWER

98,190,100

9

SOLE DISPOSITIVE POWER

-0-

10

SHARED DISPOSITIVE POWER

98,190,100

11

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON

98,190,100

12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
13

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

27.30%

14

TYPE OF REPORTING PERSON

IN

         

 

 

CUSIP No. G6518L108

Schedule 13D/A Page 5 of 6 Pages

 

 

The following constitutes Amendment No. 10 (this "Amendment No. 10") to the Schedule 13D filed by the undersigned on March 14, 2022 with respect to the Ordinary Shares of the Issuer (the "Original Schedule 13D"), as amended by Amendment No. 1 to the Original Schedule 13D, filed with the SEC on March 21, 2022 ("Amendment No. 1"), Amendment No. 2 to the Original Schedule 13D, filed with the SEC on March 30, 2022 ("Amendment No. 2"), Amendment No. 3 to the Original Schedule 13D, filed with the SEC on April 6, 2022 ("Amendment No. 3"), Amendment No. 4 to the Original Schedule 13D, filed with the SEC on April 8, 2022 ("Amendment No. 4"), Amendment No. 5 to the Original Schedule 13D, filed with the SEC on April 11, 2022 ("Amendment No. 5"), Amendment No. 6 to the Original Schedule 13D, filed with the SEC on April 14, 2022 ("Amendment No. 6"), Amendment No. 7 to the Original Schedule 13D, filed with the SEC on April 18, 2022 ("Amendment No. 7"), Amendment No. 8 to the Original Schedule 13D, filed with the SEC on April 25, 2022 ("Amendment No. 8") and Amendment No. 9 to the Original Schedule 13D, filed with the SEC on April 26, 2022 ("Amendment No. 9," together with the Original Schedule 13D, Amendment No. 1, Amendment No. 2, Amendment No. 3, Amendment No. 4, Amendment No. 5, Amendment No. 6, Amendment No. 7, Amendment No. 8 and this Amendment No. 10, the "Schedule 13D").  This Amendment No. 10 amends the Schedule 13D as specifically set forth herein. Capitalized terms used herein and not otherwise defined in this Amendment No. 10 have the meanings set forth in the Schedule 13D.  This Amendment No. 10 amends Items 4 and 7, as set forth below.

 

Item 4. PURPOSE OF THE TRANSACTION

 

Item 4 of the Schedule 13D is hereby amended and supplemented to add the following:
   

On May 4, 2022, WindAcre issued a press release (the "May 4 Press Release") regarding how it intends to vote on certain of the proposals to be presented for shareholder consideration at the 2022 Annual General Meeting of Shareholders of the Issuer.

 

The foregoing summary of the May 4 Press Release is not intended to be complete and is qualified in its entirety by reference to the full text of the May 4 Press Release, which is filed herewith as Exhibit F and is incorporated herein by reference.  

 

Item 7. EXHIBIT

 

Item 7 of the Schedule 13D is hereby amended and supplemented to add the following:

 

Exhibit F: May 4 Press Release

 

 

 

CUSIP No. G6518L108

Schedule 13D/A Page 6 of 6 Pages

SIGNATURES

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

DATE: May 4, 2022

  the windacre partnership LLC
   
  /s/ Snehal Amin
  Name: Snehal Amin
  Title: Managing Member
 

 

 

 

  the windacre partnership master fund Lp
   
  By:  The WindAcre Partnership LLC
   
  /s/ Snehal Amin
  Name: Snehal Amin
  Title: Managing Member

 

 

  /s/ Snehal Amin
  SNEHAL AMIN

 

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