Edgar Filing: NEUSTAR INC

Ownership Submission

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Skorny Henry

2. Issuer Name and Ticker or Trading Symbol
NEUSTAR INC [NSR]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
SVP, IOT

(Last)

(First)

(Middle)

21575 RIDGETOP CIRCLE

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017

(Street)

STERLING, CA 20166

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/01/2017	03/01/2017	M		3,366	A	$ 0	3,366 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	F		1,265	D	$ 33.3 ⁽²⁾	2,101 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	M		10,415	A	$ 0	12,516 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	F		3,969	D	$ 33.3 ⁽²⁾	8,547 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	M		7,352	A	$ 0	15,899 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	F		2,763	A	$ 33.3 ⁽²⁾	13,136 ⁽¹⁾	D
Class A Common Stock	03/01/2017	03/01/2017	M		12,523	A	$ 0	25,659 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

$ 0

03/01/2017

3,366

⁽³⁾

⁽⁴⁾

Class A Common Stock

3,366

$ 0

Performance Stock Units

$ 0

03/01/2017

10,415

⁽⁵⁾

⁽⁶⁾

Class A Common Stock

10,415

$ 0

Performance Stock Units

$ 0

03/01/2017

7,352

⁽⁵⁾

⁽⁶⁾

Class A Common Stock

7,352

$ 0

Performance Stock Units

$ 0

03/01/2017

12,523

⁽⁷⁾

⁽⁶⁾

Class A Common Stock

12,523

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Skorny Henry 21575 RIDGETOP CIRCLE STERLING, CA 20166			SVP, IOT

Signatures

/s/ Paul S. Lalljie, by Power of Attorney		03/03/2017
^**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)	Includes shares that are subject to performance-vested restricted unit agreements under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan.
(2)	The price is equal to the closing price of the Class A Common Stock on March 1, 2017.
(3)	On April 8, 2016, 10,100 restricted stock units were awarded. The portion of the restricted stock units that are being reported in this Form 4 were fully vested on March 1, 2017.
(4)	Upon the Reporting Person's Termination (as defined in the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan (the "Plan"), including by reason of death or Disability (as defined in the Plan), other than by the Issuer for Cause (as defined by the Plan) or by the Reporting Person without Good Reason (as defined in the Restricted Stock Unit Agreement), any unvested restricted stock units that would have vested during the 12 months after such seperation from NeuStar, Inc. shall immediately vest, and the remainder of any unvested restricted stock units shall immediately be forfeited without compensation.
(5)	Immediately.
(6)	If the Reporting Person experiences a Termination (as defined in the Plan) other than "for cause" or "without good reason", these PVRSUs, and any other performance stock units earned by the Reporting Person as a result of the achievement of performance goals which have not yet vested as of the date of Termination but would have vested at any time during the twelve (12) months following such Termination, shall immediately vest, and any remaining portion of any unvested award shall be immediately forfeited.
(7)	The shares are subject to vesting based on continued employment through March 1, 2019.

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