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Securities to be offered to employees in employee benefit plans

FORM S-8

(Exact name of registrant as specified in its charter)

Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

(1) Pursuant to Rule 416(c) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock in respect of the securities identified in the above table as a result of any stock dividend, stock split, recapitalization or other similar transaction.

(2) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, based upon the average of the high and low prices of the Registrant's Common Stock on the New York Stock Exchange on October 29, 2015, which was $27.39.

This Registration Statement on Form S-8 is filed by NeuStar, Inc., a Delaware corporation (the “Company” or the “Registrant”), to register an additional 3,000,000 shares of the Company’s Common Stock, issuable under the Amended and Restated NeuStar, Inc. 2009 Stock Incentive Plan (the “Plan”).

The Company previously filed with the Securities and Exchange Commission (the “Commission”): (a) a registration statement on Form S-8 (File No. 333-160236) on June 25, 2009 registering 19,328,768 shares of Common Stock under the Plan; (b) a registration statement on Form S-8 (File No. 333-177978) on November 14, 2011 registering an additional 961,646 shares of Common Stock under the Plan; and (c) a registration statement on Form S-8 (File No. 333-186955) on February 28, 2013 registering an additional 3,000,000 shares of Common Stock under the Plan (together, the “Prior Registration Statements”). On May 27, 2015, the Company’s stockholders approved an amendment to the Plan to increase the maximum number of shares of Common Stock issuable thereunder by 3,000,000 shares of Common Stock (the “Amendment”). The Amendment is described in the Company’s Definitive Proxy Statement, as filed with the Commission on April 17, 2015 and the Plan, as amended by the Amendment, is filed as Annex B thereto.

In accordance with General Instruction E of Form S-8, the entire contents of the Prior Registration Statements are incorporated herein by reference, and certain information required by Part II is omitted.

Item 2. Registrant Information and Employee Plan Annual Information*

* The information required to be contained in Part I of this Registration Statement is included in one or more prospectuses for the Plan, which are omitted from this Registration Statement in accordance with Rule 428 under the Securities Act and the Note to Part I of Form S-8.

The following documents filed with the Commission by the Registrant are hereby incorporated by reference herein and shall be deemed a part hereof:

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the effective date of this Registration Statement and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered hereby have been sold or deregistering all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents. In no event, however, will any information that the Registrant discloses under Item 2.02 or 7.01 of any Current Report on Form 8-K that the Registrant may from time to time furnish to the Commission be incorporated by reference into, or otherwise become a part of, this Registration Statement. Any statement contained in this Registration Statement or any document incorporated or deemed to...


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