TransUnion — Director's Dealing 2016

Jun 13, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransUnion (TRU)
CIK: 0001552033
Period of Report: 2016-06-10

Reporting Person: ADVENT INTERNATIONAL CORP/MA (10% Owner)
Reporting Person: ADVENT INTERNATIONAL LLC (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-A LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-B LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-C LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-D LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-E LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-F LP (10% Owner)
Reporting Person: ADVENT INTERNATIONAL GPE VI-G LP (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-06-10	Common Stock	S	18000000	$31.25	Disposed	45363759	Indirect

Footnotes

F1: The 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 June 6, 2016, and accompanying registration statement on Form S-3, dated June 1, 2016.

F2: The shares of common stock of the Issuer reported herein exclude 52,582 shares of common stock of the Issuer previously held by Harry Gambill, a former industry advisor of Advent International Corporation ("AIC") (the "Gambill Shares"), who, pursuant to that certain letter agreement and proxy, each dated April 26, 2012, by and between Mr. Gambill and Advent-TransUnion Acquisition Limited Partnership ("ATUA") (the "Gambill Proxy"), granted ATUA sole voting power over the Gambill Shares. The Gambill Proxy is no longer in effect. ATUA disclaims beneficial ownership of the Gambill Shares and the reference to these shares in this report shall not be deemed an admission of beneficial ownership of such shares for purposes of Section 16 or any other purpose.

F3: ATUA directly owns 45,363,759 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 AIC, Advent International LLC ("AILLC"), GPE VI GP Limited Partnership ("GPE VI GP"), GPE VI GP (Delaware) Limited Partnership ("GPE VI (DE) GP") 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.

F4: AIC is the manager of AILLC which is the general partner of each of GPE VI GP, GPE VI (DE) GP, Advent Partners GPE VI 2008 Limited Partnership, Advent Partners GPE VI 2009 Limited Partnership, Advent Partners GPE VI 2010 Limited Partnership, Advent Partners GPE VI-A Limited Partnership, and Advent Partners GPE VI-A 2010 Limited Partnership (collectively, the "AP Funds").

F5: GPE VI (DE) GP 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 VI (DE) GP Funds").

F6: GPE VI 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 VI (DE) GP Funds and the AP Funds, collectively the "Advent Funds").