SEC Form 4 · accession 0000769993-16-001557
TransUnion · TRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sumit Rajpal
Director
Period of report
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 6:12 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001552033
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF2,F3,F4,F1 | Mar 14, 2016 | S | 8,938,999 | $24.0625 | D | 63,416,341 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F2Pursuant to an underwriting agreement, dated March 8, 2016 (the "Underwriting Agreement"), and in connection with the registered public offering of shares of common stock, par value $0.01 per share (the "Common Stock"), of TransUnion, pursuant to the final prospectus supplement dated March 8, 2016, which offering was consummated on March 14, 2016 (the "Offering"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel") and SpartanShield Holdings ("SpartanShield", and together with GS Capital VI and GS Capital VI Parallel, the "Selling Holders") sold an aggregate of 7,826,250 shares of Common Stock. On March 11, 2016, in connection with the Offering the underwriters exercised their option under the Underwriting Agreement to purchase additional shares of Common Stock from the Selling Holders. (continued in next footnote)
- F3Pursuant to such option to purchase additional shares of Common Stock, the Selling Holders sold an aggregate of 1,112,749 additional shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering.
- F4Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 63,416,341 shares of Common Stock by reason of the direct beneficial ownership of such shares by the Selling Holders because affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Selling Holders. Goldman Sachs is the investment manager of the Selling Holders.