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 *
Achanta Venkat
  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)
Chief Data & Analytics Officer
(Last)
(First)
(Middle)
21575 RIDGETOP CIRCLE
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2017
(Street)

STERLING, VA 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)
Code V Amount (A) or (D) Price
Class A Common Stock 03/01/2017 03/01/2017 M   14,731 (1) A $ 0 24,544 (2) D  

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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
Performance Stock Units $ 0 03/01/2017 03/01/2017 M     14,731 (3)   (1)   (4)(5)(6)(7)(8) Class A Common Stock 14,731 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Achanta Venkat
21575 RIDGETOP CIRCLE
STERLING, VA 20166
      Chief Data & Analytics Officer  

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) The shares are subject to vesting based on continued employment through March 1, 2019.
(2) Includes shares that are subject to performance-vested restricted unit agreements under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan.
(3) The shares represent the first tranche of the performance-vested restricted stock units granted on July 27, 2016 and remain subject to vesting based on continued employment through March 1, 2019. Each performance stock unit represented a contingent right to receive a share of Class A Common Stock based on, and subject to, the achievement of certain revenue and adjusted net income goals set forth in the Performance-Vested Restricted Stock Unit Agreement. The number of shares of Class A Common Stock, together with the Dividend Equivalents (as defined in the NeuStar, Inc. 2009 Stock Incentive Plan) on such performance stock units, that the Reporting Person was entitled to receive ranged from 0% to 150% of the number of shares of performance stock units granted.
(4) Upon the Reporting Person's Termination (i) by the Company for Cause (as defined in the Plan) or (ii) by the Reporting Person (x) voluntarily and (y) other than due to the Reporting Person's Retirement (as defined in the Plan), any unvested PVRSUs shall immediately be forfeited without compensation.
(5) Upon the Reporting Person's Termination (as defined by the Plan) by the Company without Cause (as defined by the Plan) (other than by reason of your death or Disability (as defined by the Plan)) any PVRSUs that have been earned but not yet vested that would have vested during the 12 months after the Reporting Person's Termination (as defined by the Plan) had the Reporting Person's employment with the Company not terminated shall immediately vest, and the remaining portion of the PVRSUs not yet vested shall be immediately forfeited and automatically cancelled without compensation.
(6) Upon the Reporting Person's Termination (as defined in the Plan) by reason of the Reporting Person's death or Disability (i) prior to December 31, 2018, a pro-rata portion, determined based on days employed during the three one-year Performance Periods, of (A) any PVRSUs for any completed Performance Period(s) that have been earned but not yet vested, and (B) any PVRSUs for any Performance Period(s) that have not been completed on or prior to such Termination that would have been payable had the Target level of performance been achieved, shall immediately vest; or (ii) on or after December 31, 2018, any PVRSUs that have been earned but not yet vested shall immediately vest (without pro-ration).
(7) In the event of a Termination (as defined in the Plan) due to Retirement (as defined in the Plan) (i) any PVRSUs that have been earned but not yet vested shall immediately vest, and (ii) any unvested PVRSUs that have not been earned as of the date of Termination with respect to the Performance Period (as defined in the Plan) in which Termination (as defined in the Plan) takes place will vest per the formula described in the Plan after the close of the Performance Period (as defined in the Plan) in which such Termination (as defined in the Plan) takes place as Awards are settled following certification of performance by the Committee (as defined in the Plan).
(8) Following the occurrence of a Change in Control (as defined in the Plan) following which any portion issued remains unvested, upon your Termination (as defined in the Plan) (i) by reason of death or Disability (as defined in the Plan), (ii) by the Company without Cause (as defined by the Plan), (iii) by you with Good Reason (as defined by the Plan), in each case, within two (2) years after such Change in Control (as defined by the Plan), such PVRSUs shall immediately vest in full upon such Termination (as defined by the Plan).

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