SEC Form 4 · accession 0000899243-16-032274
Donnelley Financial Solutions, Inc. · DFIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Oliver R Sockwell
Director
Period of report
Oct 1, 2016
Accepted (ET)
Oct 25, 2016 · 4:39 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001669811
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Oct 1, 2016 | J | 48,274 | $0.00 | A | 48,274 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F3,F4 | — | Oct 1, 2016 | J | 13,162 | A | — | — | Common Stock | 13,162 | 13,162 | D |
| Phantom StockF1,F5,F6 | — | Oct 1, 2016 | J | 6,135 | A | — | — | Common Stock | 6,135 | 6,135 | D |
Explanation of responses
- F1This is a voluntary filing. The reporting person became a Director of Donnelley Financial Solutions, Inc. ("DFS") prior to the spinoff of DFS from R. R. Donnelley & Sons Company ("RRD"). The Reporting Person beneficially owned equity securities of RRD that, pursuant to the terms of the spinoff, were converted automatically into equity securities of DFS. The spinoff transaction occurred on October 1, 2016 in a transaction that is not reportable on Form 4 or Form 5. In lieu of reflecting receipt of equity securities in the spinoff on the reporting person's next Section 16 filing, the reporting person is voluntarily disclosing his ownership of equity securities of DFS. Such filing does in no way represent an admission or acknowledgement that the spinoff transaction is subject to either the reporting or liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
- F2This amount includes 3,758 shares of common stock of DFS and 44,516 restricted stock units, which are reflected as beneficially owned and reported as shares of DFS common stock. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among RRD, LSC Communications, Inc. ("LSC") and DFS, and gives effect to the distribution by RRD of 80.75% of the common stock of each LSC and DFS (collectively, the "Spinoffs"), which occurred on October 1, 2016.
- F3One restricted stock unit is equal to one share of DFS common stock or the closing price of one share of DFS common stock on the NYSE on the Reporting Person's last day as a director of DFS.
- F4These restricted stock units are reported in Table II because they may be paid by the Company in either stock or cash at its option. These restricted stock units are payable in shares of common stock or cash when the Reporting Person ceases to be a director. Such restricted stock units vested prior to the date of the Spinoffs. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement and such units have been converted into restricted stock units over DFS common stock to give effect to the Spinoffs.
- F5Each share of phantom stock is the economic equivalent of one share of DFS common stock.
- F6Phantom stock will be settled 100% in cash, payable annually in installments or in a lump sum, after the Reporting Person ceases to be a Director.