Ownership Submission
FORM 3
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
  TAVOLIERI GIOVANNI
 2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2016		 3. Issuer Name and Ticker or Trading Symbol
Nielsen Holdings plc [NLSN]
(Last)
(First)
(Middle)
C/O NIELSEN HOLDINGS PLC, 85 BROAD STREET		 4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Global President Operations
 5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

NEW YORK, NY 10004		 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)		 2. Amount of Securities Beneficially Owned
(Instr. 4)		 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)		 4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 10,272 (1)
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)		 2. Date Exercisable and Expiration Date
(Month/Day/Year)		 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)		 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)		 6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to purchase Common Stock   (2) 07/26/2022 Common Stock 3,750 $ 27.98 D  
Options to purchase Common Stock   (3) 09/25/2023 Common Stock 5,000 $ 36.56 D  
Options to purchase Common Stock   (4) 10/29/2024 Common Stock 12,000 $ 41.92 D  
Options to purchase Common Stock   (5) 10/28/2025 Common Stock 15,394 $ 48.35 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
TAVOLIERI GIOVANNI
C/O NIELSEN HOLDINGS PLC
85 BROAD STREET
NEW YORK, NY 10004		       Global President Operations  

Signatures

/s/ Harris Black, Authorized Signatory 01/11/2016
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(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) Includes (a) 1,126 restricted shares of the Issuer, which vest on February 10, 2016; (b) 2,828 restricted stock units of the Issuer, which vest in two annual installments on February 12, 2016 and 2017; (c) 1,120 restricted stock units of the Issuer, which vest on July 26, 2016; (d) 1,051 restricted stock units of the Issuer, which vest in two annual installments on September 25, 2016 and 2017; (e) 1,546 restricted stock units of the Issuer, which vest in three annual installments on October 29, 2016, 2017 and 2018; and (f) 2,601 restricted stock units of the Issuer, which vest in four annual installments on October 28, 2016, 2017, 2018 and 2019.
(2) Reflects a grant of options to purchase 15,000 shares, which vest in four equal annual installments on July 26, 2013, 2014, 2015 and 2016.
(3) Reflects a grant of options to purchase 10,000 shares, which vest in four equal annual installments on September 5, 2014, 2015, 2016 and 2017.
(4) Reflects a grant of options to purchase 12,000 shares, which vest in four equal annual installments on October 29, 2015, 2016, 2017 and 2018.
(5) Reflects a grant of options to purchase 15,394 shares, which vest in four equal annual installments on October 28, 2016, 2017, 2018 and 2019.

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