Advent International Gpe Vi-e Form 3 TransUnion / INTERNATIONAL CORP/MA ADVENT ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/24/2015

3. Issuer Name and Ticker or Trading Symbol
TransUnion [ TRU ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	72,355,341(1)(2)(3)(4)(5)	I	See Notes(1)(2)(3)(4)(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL CORP/MA

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL LLC

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-A LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-B LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-C LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-D LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-E LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-F LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ADVENT INTERNATIONAL GPE VI-G LP

(Last) (First) (Middle)

C/O ADVENT INTERNATIONAL CORPORATION

75 STATE STREET, 29TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

Explanation of Responses:

1. Of the 72,355,341 shares of common stock of the issuer reported herein, Advent-TransUnion Acquisition Limited Partnership ("ATUA") directly owns 72,302,759 shares of common stock of the Issuer. The Advent Funds (as defined below) directly own all of the partnership interests in ATUA. ATUA, together with Advent International Corporation ("AIC"), Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI"), GPE VI GP (Delaware) Limited Partnership ("GPE VI D") and the Advent Funds, are referred to herein as the "Reporting Persons". The shares directly owned by ATUA may be deemed beneficially owned by the other Reporting Persons; however, each Reporting Person disclaims beneficial ownership of these securities except to the extent of its respective pecuniary interest therein, if any, and the inclusion of these shares in their report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

2. Of the 72,355,341 shares of common stock of the issuer reported herein, Harry Gambill, a former industry advisor of AIC, directly owns 52,582 shares of common stock of the Issuer (the "Gambill Shares"). Pursuant to that certain letter agreement and proxy, each dated April 26, 2012, by and between Mr. Gambill and ATUA, ATUA has been granted sole voting power over the Gambill Shares and may be deemed beneficially owned by ATUA, however, ATUA disclaims beneficial ownership of these securities except to the extent of its pecuniary interest therein, if any, and the inclusion of these shares in this report shall not be deemed an admission of beneficial ownership of all of the reported shares for purposes of Section 16 or any other purpose.

3. AIC is the manager of AILLC which is the general partner of each of GPE VI, GPE VI D, Advent Partners GPE VI 2008 Limited Partnership ("GPE 2008), Advent Partners GPE VI 2009 Limited Partnership ("GPE 2009"), Advent Partners GPE VI 2010 Limited Partnership ("GPE 2010"), Advent Partners GPE VI-A Limited Partnership ("GPE A"), and Advent Partners GPE VI-A 2010 Limited Partnership ("GPE A 2010", together with GPE 2008, GPE 2009, GPE 2010 and GPE A, collectively, the "Advent Partner Entities").

4. GPE VI D is the general partner of the following entities: Advent International GPE VI-C Limited Partnership, Advent International GPE VI-D Limited Partnership and GPE VI-E Limited Partnership (collectively, the "GPE VI D Funds").

5. GPE VI is the general partner of the following entities: Advent International GPE VI-G Limited Partnership, Advent International GPE VI Limited Partnership, Advent International GPE VI-A Limited Partnership, Advent Internal GPE VI-B Limited Partnership, and Advent International GPE VI-F Limited Partnership (collectively, the "GPE VI Funds" and together with the GPE VI D Funds and the Advent Partner Entities, collectively the "Advent Funds").

Remarks:

This Form 3 is the first of two Form 3's being filed relating to the same event. The Form 3 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 3 to a maximum of 10 Reporting Persons. Each Form 3 will be filed by Designated Filer Advent International Corporation.

	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	/s/ Richard Terranova (Attorney in Fact)	06/24/2015
	** 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 5 (b)(v).
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