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Filing Details

Accession Number:: 0000769993-17-000432
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-02-24 13:32:41
Reporting Period:: 2017-02-22

Filing Date:: 2017-02-24
Accepted Time:: 2017-02-24 13:32:41
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1552033	Transunion	TRU	()	4

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1394278	Gscp Vi Offshore Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1394285	Gs Capital Partners Vi Offshore Fund, L.p.	200 West Street New York NY 10282	No	No	No	No
1394286	Gscp Vi Advisors, L.l.c.	200 West Street New York NY 10282	No	No	No	No
1645919	Opportunity Partners Offshore-B Co-Invest Aiv, L.p.	200 West Street New York NY 10282	No	No	No	No
1645920	Bridge Street 2012 Holdings, L.p.	200 West Street New York NY 10282	No	No	No	No
1646000	Opportunity Partners Offshore-B Co-Invest Aiv Advisors, Ltd.	200 West Street New York NY 10282	No	No	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Disposition	2017-02-22	9,730,500	$36.57	45,779,841	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

This statement is being filed by The Goldman Sachs Group, Inc. ("GS Group"), Goldman, Sachs & Co. ("Goldman Sachs"), GSCP VI Advisors, L.L.C. ("GSCP VI Advisors"), GS Advisors VI, L.L.C. ("GS Advisors VI"), GSCP VI Offshore Advisors, L.L.C. ("GSCP VI Offshore Advisors"), Goldman, Sachs Management GP GmbH ("GS GmbH"), MBD 2011 Offshore Advisors, Inc. ("MBD Advisors"), Opportunity Partners Offshore-B Co-Invest AIV Advisors, Ltd. ("Opportunity Advisors"), SpartanShield Holdings ("SpartanShield"), GS Capital Partners VI Fund, L.P. ("GS Capital VI"), GS Capital Partners VI Parallel, L.P. ("GS Capital VI Parallel"), GS Capital Partners VI Offshore Fund, L.P. ("GS VI Offshore"), GS Capital Partners VI GmbH & Co. KG ("GS Germany VI"), MBD 2011 Holdings, L.P. ("MBD 2011"), Bridge Street 2012 Holdings, L.P. ("Bridge Street"), (continued in next footnote)
Opportunity Partners Offshore-B Co-Invest AIV, L.P. ("Opportunity," and, together with GS Capital VI, GS Capital VI Parallel, GS VI Offshore, GS Germany VI, MBD 2011 and Bridge Street, the "Funds"). GS Group, Goldman Sachs, GSCP VI Advisors, GS Advisors VI, GSCP VI Offshore Advisors, GS GmbH, MBD Advisors, Bridge Street Advisors, Opportunity Advisors, SpartanShield and the Funds are defined collectively as the "Reporting Persons."
Due to the electronic system's limitation of 10 Reporting Persons per filing, this statement is being filed in duplicate.
Pursuant to an underwriting agreement, dated February 15, 2017, 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 February 15, 2017, which offering was consummated on February 22, 2017, the underwriters purchased shares of Common Stock from the selling stockholders, which included GS Capital VI, GS Capital VI Parallel and SpartanShield. GS Capital VI, GS Capital VI Parallel and SpartanShield sold an aggregate of 9,730,500 shares of Common Stock, consisting of 3,797,363 shares of Common Stock sold by GS Capital VI, 1,044,210 shares of Common Stock sold by GS Capital VI Parallel and 4,888,927 shares of Common Stock sold by Spartanshield.
Goldman Sachs and GS Group may be deemed to beneficially own indirectly 45,779,841 shares of Common Stock by reason of the direct beneficial ownership of such shares by GS Capital VI, GS Capital VI Parallel and SpartanShield. Affiliates of Goldman Sachs and GS Group are the general partner, managing general partner, managing partner, managing member or member of the Funds. Goldman Sachs is a subsidiary of GS Group. Goldman Sachs is the investment manager of certain of the Funds.
GS Capital VI beneficially owns directly 17,865,750 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Advisors. GS Capital VI Parallel beneficially owns directly 4,912,776 shares of Common Stock, which may be deemed to be beneficially owned indirectly by its general partner, GS Advisors VI. SpartanShield beneficially owns directly 23,001,315 shares of Common Stock.
Shares of Common Stock that may be deemed to be beneficially owned by certain of the Funds that correspond to such Funds' partnership interests in SpartanShield consist of: (i) 14,860,102 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS VI Offshore, which may be deemed to be beneficially owned indirectly by its general partner, GSCP VI Offshore Advisors, (ii) 634,950 shares of Common Stock which may be deemed to be beneficially owned indirectly by GS Germany VI, which may be deemed to be beneficially owned indirectly by its general partner, GS GmbH, (iii) 548,210 shares of Common Stock which may be deemed to be beneficially owned indirectly by MBD 2011, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, (continued in next footnote)
(iv) 632,550 shares of Common Stock which may be deemed to be beneficially owned indirectly by Bridge Street, which may be deemed to be beneficially owned indirectly by its general partner, MBD Advisors, and (v) 6,325,503 shares of Common Stock which may be deemed to be beneficially owned indirectly by Opportunity, which may be deemed to be beneficially owned indirectly by its general partner, Opportunity Advisors.
The Reporting Persons disclaim beneficial ownership of the securities reported herein except to the extent of their pecuniary interest therein, if any, and this report shall not be deemed an admission that any such Reporting Person 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.