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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Knotts Daniel L. C/O R. R. DONNELLEY & SONS COMPANY 35 WEST WACKER DRIVE CHICAGO, IL 60601 |
X | CEO and President |
/s/ Deborah L. Steiner, Deborah L. Steiner, Attorney-in-Fact for Daniel L. Knotts | 10/18/2016 | |
**Signature of Reporting Person | Date |
* | 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) | Reporting Person is filing an amendment to his Form 4, which was filed on October 4, 2016, in order to update the number of securities acquired and the amount of securities beneficially owned following the Reported Transaction. On October 1, 2016, Daniel L. Knotts was awarded restricted stock units ("RSUs") with a value of $2,375,000. Such grant represents 108,947 RSUs calculated based on the ten trading day volume weighted average price of R. R. Donnelley & Sons Company ("RRD") common stock following the date of grant. Mr. Knotts' RSUs will vest ratably in three equal installments on the first three anniversaries of the date of grant, subject to Mr. Knotts' continued employment with RRD. |
(2) | Reflects impact of 1-for-3 reverse stock split by RRD, which was effective on October 1, 2016. Includes 83,382 shares of common stock held individually, 400 shares held jointly with spouse, 45 shares held in dividend reinvestment plan, as well as 151,924 RSUs held prior to the date of the Reported Transaction (after giving effect to the one for three reverse stock split that was effective on October 1, 2016 and the distribution by RRD of 80.75% of the common stock of LSC Communications, Inc. ("LSC") and Donnelley Financial Solutions, Inc. ("DFS"), which occurred on October 1, 2016.). |
(3) | This amount does not reflect 358,500 options over RRD common stock held prior to the date of the Reported Transaction (after giving effect to the one for three reverse stock split that was effective on October 1, 2016 and the distribution by RRD of 80.75% of the common stock of LSC and DFS, which occurred on October 1, 2016.) |