Amended Statement of Beneficial Ownership (sc 13d/a)
May 04 2022 - 04:59PM
Edgar (US Regulatory)
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934 |
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(Amendment No. 10)* |
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Nielsen Holdings plc
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(Name of Issuer) |
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Ordinary shares, par value €0.07 per share
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(Title of Class of Securities) |
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G6518L108
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(CUSIP Number) |
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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
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(Name, Address and Telephone Number of Person |
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Authorized to Receive Notices and Communications) |
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May 4, 2022
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(Date of Event Which Requires Filing of This Statement) |
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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).
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CUSIP No. G6518L108
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Schedule 13D/A |
Page 2
of 6 Pages |
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1 |
NAME OF
REPORTING PERSON
The WindAcre Partnership LLC
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
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(b)
¨
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
98,190,100
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
98,190,100
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
98,190,100
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.30%
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14 |
TYPE OF
REPORTING PERSON
IA
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CUSIP No. G6518L108
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Schedule 13D/A |
Page 3
of 6 Pages |
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1 |
NAME OF
REPORTING PERSON
The WindAcre Partnership Master Fund LP
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
WC
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
98,190,100
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
98,190,100
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
98,190,100
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.30%
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14 |
TYPE OF
REPORTING PERSON
PN
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CUSIP No. G6518L108
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Schedule 13D/A |
Page 4
of 6 Pages |
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1 |
NAME OF
REPORTING PERSON
Snehal Rajnikant Amin
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2 |
CHECK THE APPROPRIATE BOX IF A MEMBER
OF A GROUP |
(a)
¨
(b)
¨
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3 |
SEC USE ONLY |
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4 |
SOURCE
OF FUNDS
AF
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5 |
CHECK BOX IF DISCLOSURE OF LEGAL
PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) |
¨ |
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6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH: |
7 |
SOLE
VOTING POWER
-0-
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8 |
SHARED
VOTING POWER
98,190,100
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9 |
SOLE
DISPOSITIVE POWER
-0-
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10 |
SHARED
DISPOSITIVE POWER
98,190,100
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11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
98,190,100
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES |
¨ |
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13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
27.30%
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14 |
TYPE OF
REPORTING PERSON
IN
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CUSIP No. G6518L108
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Schedule 13D/A |
Page 5
of 6 Pages |
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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. |
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Item 4. |
PURPOSE OF THE TRANSACTION |
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Item 4 of the Schedule 13D is hereby amended and supplemented to
add the following: |
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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.
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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. |
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Item 7 of the Schedule 13D is hereby amended and supplemented to
add the following: |
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Exhibit F: |
May 4 Press Release |
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CUSIP No. G6518L108
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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
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the windacre partnership
LLC |
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/s/ Snehal Amin |
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Name: Snehal
Amin |
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Title: Managing Member |
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the windacre partnership
master fund Lp |
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By: The WindAcre Partnership LLC |
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/s/ Snehal Amin |
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Name: Snehal
Amin |
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Title: Managing Member |
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/s/ Snehal Amin |
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SNEHAL
AMIN |
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