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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Deferred Stock Units | (2) | 09/30/2013 | D | 14,208.4726 (3) | (4) | (4) | Common Stock | 14,208.4726 | $ 48 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 41.72 | 09/30/2013 | D | 1,112 | (5) | 12/31/2013 | Common Stock | 1,112 | $ 6.28 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 36.75 | 09/30/2013 | D | 7,000 | (6) | 05/17/2014 | Common Stock | 7,000 | $ 11.25 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 36.52 | 09/30/2013 | D | 3,000 | (5) | 06/30/2014 | Common Stock | 3,000 | $ 11.48 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 41.02 | 09/30/2013 | D | 7,000 | (6) | 05/24/2015 | Common Stock | 7,000 | $ 6.98 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 39.87 | 09/30/2013 | D | 7,000 | (6) | 05/24/2016 | Common Stock | 7,000 | $ 8.13 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 46.64 | 09/30/2013 | D | 7,605 | (6) | 05/13/2018 | Common Stock | 7,605 | $ 1.36 | 0 | D | ||||
| Non-Qualified Stock Option (right to buy) | $ 20.52 | 09/30/2013 | D | 15,719 | (7) | 05/27/2019 | Common Stock | 15,719 | $ 27.48 | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| GUARASCIO PHILIP 9705 PATUXENT WOODS DRIVE COLUMBIA, MD 21046 |
X | |||
| /s/ Timothy T. Smith Attorney in Fact for Philip Guarascio | 09/30/2013 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | Pursuant to the Agreement and Plan of Merger by and among Nielsen Holdings N.V. ("Nielsen"), TNC Sub I Corporation and Arbitron Inc., as amended (the "Merger Agreement"), these shares were cancelled in exchange for a cash payment equal to $48.00 per share. |
| (2) | These deferred stock units convert on a one for one basis. |
| (3) | Includes an aggregate of 749.4726 deferred stock units acquired through dividend reinvestment. Pursuant to the Merger Agreement, the deferred stock units were cancelled in exchange for a cash payment equal to $48.00 per share. |
| (4) | These deferred stock units vested in one installment on the first anniversary of the date of grant and are payable no sooner than 30 days following retirement of the reporting person from the board of directors. |
| (5) | Pursuant to the Merger Agreement, these options, which were fully vested on the date of grant and became exercisable six months after the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above. |
| (6) | Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing (1) the difference between $48.00 per share and the exercise price of each such option and (2) the "Black-Scholes Termination Value," which is a term defined in the option award agreements to mean the excess, if any, of the Black-Scholes value of the option determined at the time of the transaction using assumptions set forth in the option award agreements, over the in-the-money value of the option calculated in accordance with (1) above. |
| (7) | Pursuant to the Merger Agreement, these options, which provided for vesting in three equal annual installments beginning on the first anniversary of the date of grant for each such option, were canceled in exchange for a cash payment representing the difference between $48.00 per share and the exercise price of each such option. |