SEC Form 5 · accession 0001645772-17-000002
TransUnion · TRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel A Hamood
Officer — EVP & CFO
Period of report
Dec 31, 2016
Accepted (ET)
Feb 10, 2017 · 6:32 pm EST
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 Stock | Feb 19, 2016 | G | 38,538 | $0.00 | D | 0 | D | |
| Common StockF1 | Feb 19, 2016 | G | 38,538 | $0.00 | A | 99,829 | I | By Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Options (right to buy)F2 | $4.99 | May 11, 2016 | G | 160,738 | D | — | Aug 1, 2022 | Common Stock | 160,738 | 0 | D |
| Stock Options (right to buy)F2 | $4.99 | May 11, 2016 | G | 160,738 | A | — | Aug 1, 2022 | Common Stock | 160,738 | 160,738 | I |
| Stock Options (right to buy)F3 | $4.99 | May 11, 2016 | G | 241,107 | D | — | Aug 1, 2022 | Common Stock | 241,107 | 0 | D |
| Stock Options (right to buy)F3 | $4.99 | May 11, 2016 | G | 241,107 | A | — | Aug 1, 2022 | Common Stock | 241,107 | 241,107 | I |
Explanation of responses
- F1Includes 857 shares of common stock acquired pursuant to the issuer's employee stock purchase plan in 2016, which acquisitions are exempt from Section 16 of the Securities Exchange Act of 1934.
- F2Represents an initial grant of 160,738 stock options, 20% of which vested on April 30, 2013 and 5% of which vest on the last day of each subsequent full calendar quarter.
- F3These stock options will vest upon the attainment of both time-based and performance-based vesting criteria. The time-based vesting criteria is satisfied as follows: 20% on April 30, 2013 and 5% on the last day of each subsequent full calendar quarter. The performance-based vesting criteria will be satisfied upon the Issuer's achievement of certain closing trading prices of the Common Stock evidencing certain return on investment for certain stockholders over a thirty consecutive trading-day period during a specified period following the Issuer's initial public offering or upon the satisfaction or deemed satisfaction by certain stockholders of certain pre-specified return on investment performance targets.