Document

S-8 1 forms-8june2024.htm S-8 Document

As filed with the Securities and Exchange Commission on June 27, 2024.

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)



Delaware						61-1678417
(State or other jurisdiction of						(I.R.S. Employer
incorporation or organization)						Identification No.)

555 West Adams Street

Chicago, Illinois 60661

(312) 985-2000

(Address of Principal Executive Offices)

TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan

TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated

(Full title of the plan)

Rachel W. Mantz

Senior Vice President, Deputy General Counsel & Corporate Secretary

TransUnion

555 West Adams Street

Chicago, Illinois 60661

(Name and address of agent for service)

(312) 985-2000

(Telephone number, including area code, of agent for service)

Copies to:

Cathy A. Birkeland, Esq.

Latham & Watkins LLP

330 N. Wabash Avenue, Suite 2800

Chicago, Illinois 60611

(312) 876-7700

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.

Large accelerated filer

☒

Accelerated filer

☐

Non-accelerated filer

☐

Smaller reporting company

☐

Emerging growth company

☐

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. ☐

EXPLANATORY NOTE

This Registration Statement is being filed pursuant to General Instruction E to Form S-8 to register (i) 4,000,000 shares of Common Stock, par value $0.01 per share (“Common Stock”), of TransUnion (the “Company”) that may be issued under the TransUnion Second Amended and Restated 2015 Omnibus Incentive Plan (the “Incentive Plan”) and (ii) 3,000,000 shares of Common Stock that may be issued under the TransUnion 2015 Employee Stock Purchase Plan, as Amended and Restated (the “ESPP”). In accordance with General Instruction E to Form S-8, the contents of the prior registration statements on Form S-8 (File Nos. 333-205239, 333-236476 and 333-248694) (the “Prior Registration Statements”), previously filed with the Securities and Exchange Commission (the “SEC”) with respect to the Incentive Plan and the contents of the prior registration statement on Form S-8 (File No. 333-205239), previously filed with the SEC with respect to the ESPP, are hereby incorporated by reference to the extent not modified or superseded by the Prior Registration Statements, by the information included herein or by any subsequently filed document that is incorporated by reference in this Registration Statement or the Prior Registration Statements.

On May 2, 2024, the Company’s stockholders approved the amendment and restatement of TransUnion’s Amended and Restated 2015 Omnibus Incentive Plan (the “First A&R Incentive Plan”) to, among other things, increase the number of shares of Common Stock available for issuance from 12,400,000 shares of Common Stock, which were previously authorized for issuance under the First A&R Incentive Plan (the “Carryover Incentive Shares”), to 16,400,000 shares of Common Stock, and extend the term of the First A&R Incentive Plan through the tenth anniversary of the date of such amendment and restatement. The Incentive Plan was approved by TransUnion’s Board of Directors on February 21, 2024, subject to stockholder approval. The Carryover Incentive Shares were previously registered under the Prior Registration Statements.

Also on May 2, 2024, the Company’s stockholders approved the amendment of the ESPP to, among other things, increase the number of shares of Common Stock available for issuance from 2,400,000 shares of Common Stock, which were previously authorized for issuance under the ESPP (the “Carryover ESPP Shares”), to 5,400,000 shares of Common Stock. The amendment to the ESPP was approved by TransUnion’s Board of Directors on February 21, 2024, subject to stockholder approval. The Carryover ESPP Shares were previously registered under the Registration Statement on Form S-8 filed with the Securities and Exchange Commission on June 25, 2015 (File No. 333-205239).

PART I


Item 1.			Plan Information