SEC Form 4: Steiner Deborah L converted options into 176,373 shares, returned $3,833,601 worth of shares to the company (369,326 units at $10.38), was granted 381,839 shares and covered exercise/tax liability with 139,886 shares, increasing direct ownership by 98% to 274,090 units (Amendment)
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| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 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). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
RR Donnelley & Sons Co [ RRD ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/04/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 12/27/2021 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Common Stock | 03/04/2020 | M | 24,869 | A | (1) | 163,602 | D | |||
| Common Stock | 03/04/2020 | D | 24,869 | D | $3.87 | 138,733 | D | |||
| Common Stock | 12/22/2021 | M | 151,504 | A | (1) | 376,594 | D | |||
| Common Stock | 12/22/2021 | D | 151,504 | D | $10.85 | 225,090 | D | |||
| Common Stock | 12/22/2021 | A | 192,953 | A | (2) | 418,043 | D | |||
| Common Stock | 12/22/2021 | D | 192,953 | D | $10.85 | 225,090 | D | |||
| Common Stock | 12/22/2021 | F | 56,208 | D | $10.72 | 168,882 | D | |||
| Common Stock | 12/22/2021 | A | 188,886 | A | (3) | 357,768 | D | |||
| Common Stock | 12/22/2021 | F | 83,678 | D | $10.72 | 274,090 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | (1) | 03/04/2020 | M | 24,869 | (4) | (4) | Common Stock | 24,869 | (1) | 148,253 | D | ||||
| Phantom Stock | (1) | 12/22/2021 | M | 151,504 | (4) | (4) | Common Stock | 151,504 | (1) | 0 | D | ||||
| Explanation of Responses: |
| 1. Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash. |
| 2. Shares acquired upon settlement of phantom Performance Stock Units granted on March 4, 2019 and March 2, 2020. |
| 3. Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021. |
| 4. Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment. |
| Remarks: |
| On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4. This amendment is being filed to report an additional 21,976 shares withheld in the connection with the vesting of Phantom Stock granted on March 4, 2020. |
| Deborah L. Steiner | 02/28/2022 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||