SEC Form 4 · accession 0001209191-16-108862
TransUnion · TRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ADVENT INTERNATIONAL CORP/MA
10% Owner
ADVENT INTERNATIONAL LLC
10% Owner
ADVENT INTERNATIONAL GPE VI LP
10% Owner
ADVENT INTERNATIONAL GPE VI-A LP
10% Owner
ADVENT INTERNATIONAL GPE VI-E LP
10% Owner
ADVENT INTERNATIONAL GPE VI-F LP
10% Owner
ADVENT INTERNATIONAL GPE VI-D LP
10% Owner
ADVENT INTERNATIONAL GPE VI-C LP
10% Owner
ADVENT INTERNATIONAL GPE VI-B LP
10% Owner
ADVENT INTERNATIONAL GPE VI-G LP
10% Owner
Period of report
Mar 14, 2016
Accepted (ET)
Mar 16, 2016 · 4:46 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 StockF1,F2,F3,F4,F5,F6,F7 | Mar 14, 2016 | S | 8,938,999 | $24.0625 | D | 63,416,341 | I | See Notes |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The 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 March 8, 2016, and accompanying registration statement on Form S-3, dated March 1, 2016.
- F2Reflects a reduction by one share to correct a previous rounding error.
- F3Of the 63,416,341 shares of common stock of the Issuer reported herein, Advent-TransUnion Acquisition Limited Partnership ("ATUA") directly owns 63,363,759 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 Advent International Corporation ("AIC"), Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE GP"), GPE VI GP (Delaware) Limited Partnership ("GPE GP Del") 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.
- F4Of the 63,416,341 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.
- F5AIC is the manager of AILLC which is the general partner of each of GPE GP, GPE GP Del, 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").
- F6GPE GP Del 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 GP Del Funds").
- F7GPE 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 GP Del Funds and the Advent Partner Entities, 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.