The Dun & Bradstreet Corporation
DUN & BRADSTREET CORP/NW (Form: 4, Received: 03/05/2012 20:54:33)
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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

MATHEW SARA
2. Issuer Name and Ticker or Trading Symbol

DUN & BRADSTREET CORP/NW [ DNB ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chairman & CEO
(Last)          (First)          (Middle)

103 JFK PARKWAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/1/2012
(Street)

SHORT HILLS, NJ 07078
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   3/1/2012     A    17477   (1) A $ 0   122773.2475   D    
Common Stock   3/1/2012     F    2422   (2) D $82.80   120351.2475   D    
Common Stock                  388.953   (3) I   Held in 401(k)  
Common Stock                  3729.8642   (4) I   Held in ESPP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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
Non-Qualified Stock Option - right to buy   $82.80   3/1/2012     A      92000       3/1/2013   (5) 3/1/2022   Common Stock   92000   $ 0   92000   D    

Explanation of Responses:
( 1)  Grant of restricted stock units which vests in three installments -- 20% one year from grant date, 30% two years from grant date and the remaining 50% three years from grant date.
( 2)  The reporting person made an irrevocable election in November 2011 to satisfy tax withholding obligations relating to the vesting of shares of Common Stock previously awarded, through the deduction of shares from the vested amount.
( 3)  Held in the issuer's 401(k) plan as of 2/29/12.
( 4)  Held in the issuer's employee stock purchase plan (ESPP) as of 2/29/12, and includes 189.6996 shares acquired under the ESPP since the date of the reporting person's last ownership report.
( 5)  One-fourth of the option vests each year beginning on the date indicated.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
MATHEW SARA
103 JFK PARKWAY
SHORT HILLS, NJ 07078
X
Chairman & CEO

Signatures
/s/ Christine Cappuccia for Sara Mathew 3/5/2012
** Signature of Reporting Person Date


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