TransUnion — Director's Dealing 2016

Mar 16, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TransUnion (TRU)
CIK: 0001552033
Period of Report: 2016-03-14-04:00

Reporting Person: Rajpal Sumit (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-03-14-04:00	Common Stock	S	8938999	$24.0625	Disposed	63416341	Indirect

Footnotes

F1: The Reporting Person is a managing director of Goldman, Sachs & Co. ("Goldman Sachs"). Goldman Sachs is a wholly-owned subsidiary of The Goldman Sachs Group, Inc. ("GS Group"). The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his pecuniary interest therein, if any, and this report shall not be deemed an admission that any such person or entity 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.

F2: Pursuant to an underwriting agreement, dated March 8, 2016 (the "Underwriting Agreement"), 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 March 8, 2016, which offering was consummated on March 14, 2016 (the "Offering"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel") and SpartanShield Holdings ("SpartanShield", and together with GS Capital VI and GS Capital VI Parallel, the "Selling Holders") sold an aggregate of 7,826,250 shares of Common Stock. On March 11, 2016, in connection with the Offering the underwriters exercised their option under the Underwriting Agreement to purchase additional shares of Common Stock from the Selling Holders. (continued in next footnote)

F3: Pursuant to such option to purchase additional shares of Common Stock, the Selling Holders sold an aggregate of 1,112,749 additional shares of Common Stock. Goldman Sachs was one of the underwriters in the Offering.

F4: Goldman Sachs and GS Group may be deemed to beneficially own indirectly, in the aggregate, 63,416,341 shares of Common Stock by reason of the direct beneficial ownership of such shares by the Selling Holders because affiliates of Goldman Sachs and GS Group are the general partner, managing general partner or managing partner of the Selling Holders. Goldman Sachs is the investment manager of the Selling Holders.