FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT 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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1. Name and Address of Reporting Person * KASH ARVIN   2. Issuer Name and Ticker or Trading Symbol Nielsen Holdings plc [NLSN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Vice Chairman (Last) (First) (Middle) C/O NIELSEN HOLDINGS PLC, 85 BROAD STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/02/2016 (Street) NEW YORK, NY 10004 4. If Amendment, Date Original Filed(Month/Day/Year) 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 Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock 05/02/2016   M   8,609 A $ 16 59,265.29 D   Common Stock 05/02/2016   S   8,203 D $ 52.459 (1) 51,062.29 D   Common Stock 05/02/2016   S   406 D $ 52.473 50,656.29 D   Common Stock 05/02/2016   M   10,937 A $ 32 61,593.29 D   Common Stock 05/02/2016   S   10,937 D $ 52.49 (2) 50,656.29 D   Common Stock 05/02/2016   M   9,000 A $ 36.56 59,656.29 D   Common Stock 05/02/2016   S   9,000 D $ 52.458 (3) 50,656.29 D   Common Stock 05/02/2016   M   51,352 A $ 30.19 102,008.29 D   Common Stock 05/02/2016   S   51,352 D $ 52.419 (4) 50,656.29 D   Common Stock 05/02/2016   G V 953 (5) D $ 52.51 49,703.29 D   Common Stock               37,104 I By Trust (6)

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Options to Purchase Common Stock (right to buy)

$ 16

05/02/2016

M

8,609

(7)

05/26/2019

Common Stock

8,609

$ 0

0

D

Options to Purchase Common Stock (right to buy)

$ 32

05/02/2016

M

10,937

(7)

05/26/2019

Common Stock

10,937

$ 0

0

D

Options to Purchase Common Stock (right to buy)

$ 36.56

05/02/2016

M

9,000

(8)

09/25/2020

Common Stock

9,000

$ 0

9,000

D

Options to Purchase Common Stock (right to buy)

$ 30.19

05/02/2016

M

51,352

(7)

05/11/2018

Common Stock

51,352

$ 0

8,648

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
KASH ARVIN C/O NIELSEN HOLDINGS PLC 85 BROAD STREET NEW YORK, NY 10004			Vice Chairman

Signatures

/s/Harris Black, Authorized Signatory		05/04/2016
**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.43 to $52.48, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(2)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.425 to $52.541, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(3)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.425 to $52.54, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(4)	The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions ranging from $52.32 to $52.435, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth above.
(5)	Represents a charitable donation from the Reporting Person.
(6)	These securities are held by a trust for the benefit of the Reporting Person's daughter over which the Reporting Person may have investment discretion. The Reporting Person disclaims beneficial ownership of the securities held by the trust except to the extent of his pecuniary interest therein.
(7)	These options to purchase shares of common stock are currently vested and exercisable.
(8)	Represents options to purchase shares of common stock of the Issuer, of which 9,000 are vested. The remaining 9,000 options will vest in equal annual installments on September 25, 2016 and September 25, 2017.

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