Sec Form 4 Filing - ADVENT INTERNATIONAL CORP/MA @ TransUnion - 2016-06-10

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
ADVENT INTERNATIONAL CORP/MA
2. Issuer Name and Ticker or Trading Symbol
TransUnion [ TRU]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ADVENT INTERNATIONAL CORPORATION, 75 STATE STREET, 29TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
06/10/2016
(Street)
BOSTON, MA02109
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 06/10/2016 S 18,000,000 ( 1 ) D $ 31.25 45,363,759 ( 2 ) I See Notes ( 3 ) ( 4 ) ( 5 ) ( 6 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ADVENT INTERNATIONAL CORP/MA
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL LLC
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-A LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-B LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-C LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-D LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-E LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-F LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
ADVENT INTERNATIONAL GPE VI-G LP
C/O ADVENT INTERNATIONAL CORPORATION
75 STATE STREET, 29TH FLOOR
BOSTON, MA02109
X
Signatures
/s/ Richard Terranova, as attorney-in-fact for Advent International Corp/MA 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International LLC 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-A Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-B Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-C Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-D Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-E Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-F Limited Partnership 06/13/2016
Signature of Reporting Person Date
/s/ Richard Terranova, as attorney-in-fact for Advent International GPE VI-G Limited Partnership 06/13/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )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.
( 2 )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.
( 3 )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.
( 4 )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").
( 5 )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").
( 6 )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").

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.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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