Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PALOIAN JOHN
   2. Issuer Name and Ticker or Trading Symbol
RR Donnelley & Sons Co [RRD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
111 SOUTH WACKER DRIVE		 3. Date of Earliest Transaction (Month/Day/Year)
03/02/2012
(Street)

CHICAGO, IL 60606		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 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 (withholding for tax liability) 03/02/2012   F(1)   23,964 D $ 13.23 219,181 D  
Common Stock 03/02/2012   A   78,000 A (2) 297,181 D  
Common Stock 03/02/2012   M   88,087 A $ 7.09 385,268 D  
Common Stock 03/02/2012   S(3)   88,087 D $ 13.29 (4) 297,181 D  
Common Stock 03/05/2012   S(3)   14,205 D $ 13.02 (5) 282,956 (6) D  
Common Stock               1,618 I By 401(k)

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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 Underlying Securities
(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 of Derivative Security: 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
Performance Share Unit (7) 03/02/2012   A   43,000     (7) 12/31/2014 Common Stock 43,000 (8) 43,000 D  
Employee Stock Option (right to buy) $ 13.23 03/02/2012   A   67,000     (9) 03/01/2022 Common Stock 67,000 (10) 67,000 D  
Employee Stock Option (right to buy) $ 7.09 03/02/2012   M     88,087   (11) 03/02/2019 Common Stock 88,087 (10) 88,087 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PALOIAN JOHN
111 SOUTH WACKER DRIVE
CHICAGO, IL 60606		       Chief Operating Officer  

Signatures

 Jennifer Reiners, pursuant to power of attorney   03/06/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.
(2) Company granted restricted stock units (RSUs) issued pursuant to Rule 16b-3 Plan. The RSUs vest in four equal annual installments beginning on March 2, 2013.
(3) The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in December 2011.
(4) The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $13.21 to $13.59 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
(5) The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $12.92 to $13.14 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
(6) Includes 51,463 shares held directly, 2,957 shares held through dividend reinvestment plan and 228,536 restricted stock units.
(7) Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock. The PSUs are earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2012 and ending December 31, 2014. Awards can range from 50% of the PSUs if the threshold is met up to a target of 100% of the PSUs if performance meets the specified levels. The amount reported above reflects the target amount of PSUs.
(8) Company granted performance share units issued pursuant to Rule 16b-3 Plan.
(9) The option vests in four equal annual installments beginning on March 2, 2013.
(10) Company granted option issued pursuant to Rule 16b-3 Plan.
(11) The option, representing a right to purchase a total of 352,348, vests in four equal annual installments beginning on March 2, 2010.

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