SEC Form 4 · accession 0001645772-17-000017
TransUnion · TRU
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel A Hamood
Other
Period of report
Sep 14, 2017
Accepted (ET)
Sep 18, 2017 · 5:55 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 Stock | Sep 14, 2017 | M | 40,185 | $4.99 | A | 100,066 | I | By Trust |
| Common StockF3 | Sep 14, 2017 | S | 21,341 | $42.95 | D | 78,725 | I | By Trust |
| Common Stock | holding | — | — | — | 20,243 | D |
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)F4 | $4.99 | Sep 14, 2017 | M | 40,185 | D | — | Aug 1, 2022 | Common Stock | 40,185 | 0 | I |
Explanation of responses
- F1Represents the exercise of stock options that would otherwise have expired on September 18, 2017, pursuant to their terms as a result of Mr. Hamood's resignation from TransUnion.
- F2Reflects shares received in connection with the exercise of 40,185 stock options and sold to cover the stock option cost, taxes, and brokerage fees and commissions. Mr. Hamood retained the remaining 18,844 option shares.
- F3The price reported is a weighted average price. The shares were sold in multiple transactions at prices ranging from $42.89 to $43.056, inclusive. The reporting person undertakes to provide to TransUnion, any security holder of TransUnion, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
- F4Represents an initial grant of 401,845 stock options, 40% of which vest upon the attainment of time-based vesting criteria and 60% of which vest upon the attainment of both time-based and performance-based vesting criteria. The performance-based vesting criteria was satisfied on February 22, 2017, and all options now follow the time-based vesting criteria as follows: 20% on the first anniversary of the date of grant and 5% on the last day of each subsequent full calendar quarter.