Post-effective Amendment to an S-8 Filing (s-8 Pos)
June 27 2022 - 4:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on June 27, 2022
Registration No. 333-176940
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 3
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
Nielsen Holdings plc
(Exact name of registrant as specified in its charter)
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| England and Wales |
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98-1225347 |
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of incorporation or organization) |
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(IRS Employer
Identification No.) |
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| 675 Avenue of the Americas
New York, New York 10010 |
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5th Floor Endeavour House
189 Shaftesbury Avenue
London, WC2H 8JR United
Kingdom |
(Address, including zip code, of principal executive offices)
The Nielsen Company 401(k) Savings Plan
(Full Title of the Plan)
George D. Callard
Chief
Legal & Corporate Affairs Officer
Nielsen Holdings plc
675 Avenue of the Americas
New York, New York 10010
(410) 717-7134
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Francesca Odell
Cleary
Gottlieb Steen & Hamilton LLP
One Liberty Plaza
New York, New York 10006
Indicate by check mark whether
the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated
filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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| Large accelerated filer |
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☒ |
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Accelerated filer |
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☐ |
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| Non-accelerated filer |
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☐ |
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Smaller reporting company |
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☐ |
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Emerging growth company |
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☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
EXPLANATORY NOTE
Nielsen Holdings plc (the “Registrant”) is filing this Post-Effective Amendment No. 3 to Registration Statement on Form S-8 to deregister certain securities originally registered by the Registrant pursuant to its Registration Statement on Form S-8 filed with the U.S. Securities and Exchange
Commission (the “Commission”) on September 21, 2011, File No. 333-176940, as amended by the Post-Effective Amendment No. 1 filed with the Commission on August 31, 2015 and the
Post-Effective Amendment No. 2 filed with the Commission on June 29, 2016 (the “Amended S-8”). The Amended S-8 covered 5,140,000 shares of the
Registrant to be offered under The Nielsen Company 401(k) Savings Plan (the “401(k) Plan”), as well as interests to be offered or sold pursuant to such plan.
The 401(k) Plan has terminated the option to invest in a fund consisting primarily of ordinary shares, €0.07 par value per share, of the
Registrant. Accordingly, by this Post-Effective Amendment No. 3 to Registration Statement on Form S-8, the Registrant hereby deregisters 5,140,000 shares of the Registrant and all plan interests that
remain unsold under the 401(k) Plan.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of
Marietta, State of Georgia on June 27, 2022.
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| NIELSEN HOLDINGS PLC |
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| By: |
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/s/ George D. Callard |
| Name: |
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George D. Callard |
| Title: |
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Chief Legal & Corporate Affairs Officer |
Pursuant to the requirements of the Securities Act of 1933, this post-effective amendment has been
signed by the following persons in the capacities and on the dates indicated.
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| Signature |
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Title |
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Date |
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| /s/ David Kenny |
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Chief Executive Officer and Director |
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June 27, 2022 |
| David Kenny |
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(Principal Executive Officer) |
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| /s/ Linda Zukauckas |
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Chief Financial Officer |
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June 27, 2022 |
| Linda Zukauckas |
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(Principal Financial Officer) |
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| /s/ Henry Iglesias |
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Senior Vice President and Corporate Controller |
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June 27, 2022 |
| Henry Iglesias |
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(Principal Accounting Officer) |
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| /s/ James A. Attwood, Jr. |
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Director |
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June 27, 2022 |
| James A. Attwood, Jr. |
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| /s/ Thomas H. Castro |
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Director |
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June 27, 2022 |
| Thomas H. Castro |
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| /s/ Guerrino De Luca |
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Director |
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June 27, 2022 |
| Guerrino De Luca |
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| /s/ Karen M. Hoguet |
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Director |
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June 27, 2022 |
| Karen M. Hoguet |
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| /s/ Janice Marinelli Mazza |
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Director |
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June 27, 2022 |
| Janice Marinelli Mazza |
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| /s/ Jonathan F. Miller |
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Director |
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June 27, 2022 |
| Jonathan F. Miller |
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| /s/ Stephanie Plaines |
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Director |
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June 27, 2022 |
| Stephanie Plaines |
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| /s/ Nancy Tellem |
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Director |
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June 27, 2022 |
| Nancy Tellem |
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| /s/ Lauren Zalaznick |
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Director |
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June 27, 2022 |
| Lauren Zalaznick |
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The Plan. Pursuant to the requirements of the Securities Act of 1933, the trustees (or other persons
who administer the employee benefit plan) have duly caused this post-effective amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Healdsburg, State of California on June 27, 2022.
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| THE NIELSEN COMPANY 401(K)
SAVINGS PLAN |
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| By: |
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/s/ Brendon Perkins |
| Name: |
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Brendon Perkins |
| Title: |
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Senior Vice President, Global Compensation and Benefits |
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