As filed with the Securities and Exchange Commission on September 9, 2020.
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
TRANSUNION
(Exact name
of registrant as specified in its charter)
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Delaware
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61-1678417
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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555 West Adams Street
Chicago, IL 60661
(312) 985-2000
(Address, including zip code, and telephone number, including area code, of principal
executive offices)
TransUnion Amended and Restated 2015 Omnibus Incentive Plan
(Full title of the plan)
Heather J.
Russell
Executive Vice President, Chief Legal Officer
TransUnion
555 West
Adams Street
Chicago, Illinois 60661
(312) 985-2000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
With copies to:
Cathy A. Birkeland
Latham and Watkins LLP
330 North Wabash Avenue, Suite 2800
Chicago, IL 60611
Telephone: (312) 876-7700
Telecopy: (312) 993-9767
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and
emerging growth company in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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Emerging growth company
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☐
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
CALCULATION
OF REGISTRATION FEE
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Title of securities
to be registered (1)
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Amount
to be
registered
(1)
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Proposed
maximum
offering price
per share (2)
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Proposed
maximum
aggregate
offering price (2)
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Amount of
registration fee (2)
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Common Stock, par value $0.01 per share
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7,000,000
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$82.99
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$580,930,000.00
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$75,404.71
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(1)
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TransUnion (the Company or Registrant) is filing this Registration Statement to
register 7,000,000 shares of common stock, par value $0.01 per share (the Common Stock), for issuance under the TransUnion Amended and Restated 2015 Omnibus Incentive Plan (the Plan). Pursuant to Rule 416(a) under
the Securities Act of 1933, as amended (the Securities Act), this Registration Statement also covers an indeterminate amount of additional Common Stock, which may be offered and issued to prevent dilution resulting from adjustments as a
result of stock dividends, stock splits, reverse stock splits, recapitalizations, reclassifications, mergers, split-ups, reorganizations, consolidations and other capital adjustments.
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(2)
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Estimated pursuant to Rule 457(h) and Rule 457(c) under the Securities Act, solely for the purpose of
calculating the registration fee, based on the average of the high and low prices of the Registrants Common Stock on September 8, 2020, as reported on the New York Stock Exchange.
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