SEC Form 4
| FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol TransUnion [ TRU ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 06/10/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 06/10/2016 | S | 18,000,000(1) | D | $31.25 | 45,363,759(2) | I | See Notes(3)(4)(5)(6) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. The shares of common stock of the Issuer were sold in connection with a secondary offering of the common stock of the Issuer pursuant to the prospectus supplement, dated June 6, 2016, and accompanying registration statement on Form S-3, dated June 1, 2016. |
| 2. The shares of common stock of the Issuer reported herein exclude 52,582 shares of common stock of the Issuer previously held by Harry Gambill, a former industry advisor of Advent International Corporation ("AIC") (the "Gambill Shares"), who, pursuant to that certain letter agreement and proxy, each dated April 26, 2012, by and between Mr. Gambill and Advent-TransUnion Acquisition Limited Partnership ("ATUA") (the "Gambill Proxy"), granted ATUA sole voting power over the Gambill Shares. The Gambill Proxy is no longer in effect. ATUA disclaims beneficial ownership of the Gambill Shares and the reference to these shares in this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or any other purpose. |
| 3. ATUA directly owns 45,363,759 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 AIC, Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI GP"), GPE VI GP (Delaware) Limited Partnership ("GPE VI (DE) GP") 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. |
| 4. AIC is the manager of AILLC which is the general partner of each of GPE VI GP, GPE VI (DE) GP, Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A Limited Partnership, and Advent Partners GPE VI-A 2010 Limited Partnership (collectively, the "AP Funds"). |
| 5. GPE VI (DE) GP 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 (DE) GP Funds"). |
| 6. GPE VI GP 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 GP Funds" and together with the GPE VI (DE) GP Funds and the AP Funds, collectively the "Advent Funds"). |
| Remarks: |
| This Form 4 is the first of two Forms 4 being filed relating to the same event. The Form 4 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 4 to a maximum of 10 Reporting Persons. Each Form 4 will be filed by Designated Filer Advent International Corporation. |
| /s/ Richard Terranova, as attorney-in-fact for Advent International Corp/MA | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International LLC | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-A Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-B Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-C Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-D Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-E Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-F Limited Partnership | 06/13/2016 | |
| /s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-G Limited Partnership | 06/13/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||