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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 | ||||||||
Non-Qualified Stock Option (right to buy) | $ 44.44 | 09/30/2013 | D | 11,133 | (2) | 02/08/2021 | Common Stock | 11,133 | $ 3.56 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 33.73 | 09/30/2013 | D | 66,418 | (2) | 08/23/2021 | Common Stock | 66,418 | $ 14.27 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 40.9 | 09/30/2013 | D | 20,000 | (2) | 09/15/2015 | Common Stock | 20,000 | $ 7.1 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 38.88 | 09/30/2013 | D | 15,000 | (2) | 03/01/2016 | Common Stock | 15,000 | $ 9.12 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 41.96 | 09/30/2013 | D | 39,146 | (2) | 03/03/2018 | Common Stock | 39,146 | $ 6.04 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 20.29 | 09/30/2013 | D | 82,645 | (2) | 05/20/2019 | Common Stock | 82,645 | $ 27.71 | 0 | D | ||||
Non-Qualified Stock Option (right to buy) | $ 22.17 | 09/30/2013 | D | 30,332 | (2) | 03/04/2020 | Common Stock | 30,332 | $ 25.83 | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
CREAMER SEAN R 9705 PATUXENT WOODS DRIVE COLUMBIA, MD 21046 |
President and CEO |
/s/ Timothy T. Smith Attorney in Fact for Sean Creamer | 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"), 95,456 of these restricted stock units were cancelled in exchange for a cash payment equal to $48.00 per share and 15,531 of these restricted stock units were converted into restricted stock units with respect to 20,526 shares of Nielsen common stock. |
(2) | 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. |