TransUnion (TRU) S-8Registration of securities for employees

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)

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.

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

EXPLANATORY NOTE

On May 12, 2020, the Company’s stockholders approved the amendment and restatement of the TransUnion 2015 Omnibus Incentive Plan (as amended and restated, the “Plan”) to, among other things, increase the number of shares of Common Stock available for issuance under the Plan from 5,400,000 shares of Common Stock, which were previously authorized for issuance under the Plan (the “Carryover Shares”), to 12,400,000 shares of Common Stock, and extend the term of the Plan through the tenth anniversary of the date of such amendment and restatement. The Plan was approved by the Board of Directors on February 27, 2020, subject to stockholder approval. The Company is filing this Registration Statement in order to register under the Securities Act the additional 7,000,000 shares of Common Stock authorized for issuance under the Plan. The Carryover Shares were previously registered under the Registration Statements on Form S-8 filed with the Securities and Exchange Commission on June 25, 2015 (File No. 333-205239) and February 18, 2020 (File No. 333-236476) (together, the “Prior Registration Statements”). Pursuant to General Instruction E to Form S-8, the contents of the Prior Registration Statements are incorporated by reference into this Registration Statement, except that the provisions contained in Part II of the Prior Registration Statements are modified as set forth in this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

The following documents filed with the Commission by TransUnion (the “Company” or “Registrant”) pursuant to the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are hereby incorporated by reference in this Registration Statement:

All documents that the Company subsequently files pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this Registration Statement (except for any portions of the Company’s Current Reports on Form 8-K furnished pursuant to Item 2.02 or Item 7.01 thereof and any corresponding exhibits thereto not filed with the Commission) and prior to the filing of a post-effective amendment to this Registration Statement indicating that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.

Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

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The following exhibits are filed as part of this Registration Statement:

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, Illinois, on September 9, 2020.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Heather J. Russell and Rachel W. Mantz or either of them as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her in his or her name, place and stead, in any and all capacities, including in his or her capacity as a director and/or officer, as the case may be, to sign and file, with the Securities and Exchange Commission, a Registration Statement on Form S-8 and any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection with any or all of the above-described matters, as fully as each of the undersigned might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact as agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement and power of attorney have been signed by the following persons in the capacities held on the dates indicated.

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