SEC Form 4 · accession 0000899243-17-017130
Donnelley Financial Solutions, Inc. · DFIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RR Donnelley & Sons Co
10% Owner
Period of report
Jun 21, 2017
Accepted (ET)
Jun 23, 2017 · 5:21 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 Stock, par value $0.01 per shareF1,F2,F3 | Jun 21, 2017 | J | 6,143,208 | — | D | 99,594 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 22, 2016, Donnelley Financial Solutions, Inc., a Delaware corporation ("DFS"), issued all 100 outstanding shares of DFS common stock to R. R. Donnelley & Sons Company, a Delaware corporation ("RRD"). On September 30, 2016 and simultaneously with the effectiveness of the amended and restated certificate of incorporation of DFS (the "Amended and Restated Certificate of Incorporation") that increased the number of authorized shares of common stock from 100 to 65,000,000, DFS effected a recapitalization (the "Recapitalization") of the 100 shares of common stock issued and outstanding, which Recapitalization converted such 100 shares into 32,430,139 shares of common stock, par value $0.01, of DFS (the "Common Stock").
- F2On October 1, 2016 at 12:01 a.m., 26,187,337 shares of Common Stock, which was 80.75% of the Common Stock then outstanding, were distributed by RRD to its stockholders (the "Distribution"). Following the Distribution, RRD beneficially owned 6,242,802 shares of Common Stock, which was 19.25% of the then outstanding Common Stock.
- F3On June 21, 2017, RRD completed a debt-for-equity exchange (the "Exchange"), pursuant to which RRD exchanged 6,143,208 shares of Common Stock and the payment of accrued interest for $111,607,000 principal amount of RRD's 7.625% Notes due 2020 held by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, which reflected consideration of $21.25 per share of the Common Stock. Such notes were cancelled and discharged upon delivery to RRD. Immediately following the Exchange, RRD retained 99,594 shares of Common Stock.