SEC Form 4 · accession 0000769993-17-000476
TransUnion · TRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
GSCP VI Offshore Advisors, L.L.C.
10% Owner
GSCP VI Advisors, L.L.C.
10% Owner
Bridge Street 2012 Holdings, L.P.
10% Owner
Period of report
Mar 22, 2017
Accepted (ET)
Mar 24, 2017 · 5:20 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 StockF4,F5,F1,F2,F3,F6,F7,F8,F9 | Mar 22, 2017 | S | 992,500 | $36.57 | D | 44,788,398 | I | See footnotes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), MBD 2011 Offshore Advisors, Inc. ("MBD Advisors"), Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors"), SpartanShield Holdings ("SpartanShield"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), MBD 2011 Holdings, L.P. ("MBD 2011"), Bridge Street 2012 Holdings, L.P. ("Bridge Street"), (continued in next footnote)
- F2Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity," and, together with GS Capital VI, GS Capital VI Parallel, GS VI Offshore, GS Germany VI, MBD 2011 and Bridge Street, the "Funds"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, MBD Advisors, Bridge Street Advisors, Opportunity Advisors, SpartanShield and the Funds are defined collectively as the "Reporting Persons."
- F3Due to the electronic system's limitation of 10 Reporting Persons per filing, this statement is being filed in duplicate.
- F4Pursuant to an underwriting agreement, dated February 15, 2017, 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 February 15, 2017, which offering was consummated on February 22, 2017, the underwriters exercised their option (the "Over-Allotment Option") to purchase additional shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. The Over-Allotment Option closed on March 22, 2017. GS Capital VI, GS Capital VI Parallel and SpartanShield sold an additional 992,500 shares of Common Stock pursuant to the underwriters' exercise of the Over-Allotment Option, consisting of 387,326 shares of Common Stock sold by GS Capital VI, 106,508 shares of Common Stock sold by GS Capital VI Parallel and 498,666 shares of Common Stock sold by Spartanshield.
- F5Goldman Sachs beneficially owns directly and GS Group may be deemed to beneficially own indirectly 1,057 shares of Common Stock. Goldman Sachs and GS Group may be deemed to beneficially own indirectly 44,787,341 shares of Common Stock by reason of the direct beneficial ownership of such shares by GS Capital VI, GS Capital VI Parallel and SpartanShield. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
- F6GS Capital VI beneficially owns directly 17,478,424 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Advisors. GS Capital VI Parallel beneficially owns directly 4,806,268 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI. SpartanShield beneficially owns directly 22,502,649 shares of Common Stock.
- F7Shares of Common Stock that may be deemed to be beneficially owned by certain of the Funds that correspond to such Funds' partnership interests in SpartanShield consist of: (i) 14,537,937 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS VI Offshore, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors, (ii) 621,184 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS Germany VI, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH, (iii) 536,325 shares of Common Stock which may be deemed to be beneficially owned indirectly by MBD 2011, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, (continued in next footnote)
- F8(iv) 618,836 shares of Common Stock which may be deemed to be beneficially owned indirectly by Bridge Street, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, and (v) 6,188,367 shares of Common Stock which may be deemed to be beneficially owned indirectly by Opportunity, which may be deemed to be beneficially owned indirectly by its general partner, Opportunity Advisors.
- F9The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person 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.