Statement of Changes in Beneficial Ownership (4)
September 18 2017 - 5:56PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Hamood Samuel A
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2. Issuer Name
and
Ticker or Trading Symbol
TransUnion
[
TRU
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former EVP & CFO
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(Last)
(First)
(Middle)
C/O TRANSUNION, 555 WEST ADAMS STREET
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3. Date of Earliest Transaction
(MM/DD/YYYY)
9/14/2017
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(Street)
CHICAGO, IL 60661
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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9/14/2017
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M
(1)
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40185
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A
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$4.99
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100066
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I
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By Trust
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Common Stock
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9/14/2017
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S
(2)
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21341
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D
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$42.95
(3)
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78725
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I
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By Trust
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Common Stock
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20243
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Options (right to buy)
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$4.99
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9/14/2017
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M
(1)
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40185
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(4)
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8/1/2022
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Common Stock
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40185.0
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$4.99
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0
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I
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By Trust
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Explanation of Responses:
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(1)
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Represents 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.
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(2)
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Reflects 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.
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(3)
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The 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.
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(4)
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Represents 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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Hamood Samuel A
C/O TRANSUNION
555 WEST ADAMS STREET
CHICAGO, IL 60661
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Former EVP & CFO
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Signatures
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/s/ Michael J. Forde, by power of attorney
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9/18/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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