SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Hamood Samuel A

(Last)

(First)

(Middle)

C/O TRANSUNION

555 WEST ADAMS STREET

(Street)

CHICAGO

60661

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
TransUnion [ TRU ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & CFO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/19/2016		G	38,538	D	$0	0	D
Common Stock	02/19/2016		G	38,538	A	$0	99,829⁽¹⁾	I	By Trust

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (right to buy)	$4.99	05/11/2016		G		160,738	⁽²⁾	08/01/2022	Common Stock	160,738	$0	0	D
Stock Options (right to buy)	$4.99	05/11/2016		G	160,738		⁽²⁾	08/01/2022	Common Stock	160,738	$0	160,738	I	By Trust
Stock Options (right to buy)	$4.99	05/11/2016		G		241,107	⁽³⁾	08/01/2022	Common Stock	241,107	$0	0	D
Stock Options (right to buy)	$4.99	05/11/2016		G	241,107		⁽³⁾	08/01/2022	Common Stock	241,107	$0	241,107	I	By Trust

Explanation of Responses:

1. Includes 857 shares of common stock acquired pursuant to the issuer's employee stock purchase plan in 2016, which acquisitions are exempt from Section 16 of the Securities Exchange Act of 1934.

2. Represents an initial grant of 160,738 stock options, 20% of which vested on April 30, 2013 and 5% of which vest on the last day of each subsequent full calendar quarter.

3. These stock options will vest upon the attainment of both time-based and performance-based vesting criteria. The time-based vesting criteria is satisfied as follows: 20% on April 30, 2013 and 5% on the last day of each subsequent full calendar quarter. The performance-based vesting criteria will be satisfied upon the Issuer's achievement of certain closing trading prices of the Common Stock evidencing certain return on investment for certain stockholders over a thirty consecutive trading-day period during a specified period following the Issuer's initial public offering or upon the satisfaction or deemed satisfaction by certain stockholders of certain pre-specified return on investment performance targets.

Remarks:

	/s/ Michael J. Forde, by power of attorney	02/10/2017
	** Signature of Reporting Person	Date
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).
** 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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