SEC Form 4 · accession 0001209191-17-018512
Donnelley Financial Solutions, Inc. · DFIN
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jennifer B Reiners
Officer — General Counsel
Period of report
Mar 2, 2017
Accepted (ET)
Mar 6, 2017 · 7:47 pm EST
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 | Mar 2, 2017 | A | 10,700 | — | A | 26,898 | D | |
| Common StockF2,F3 | Mar 2, 2017 | A | 7,200 | — | A | 34,098 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (Right to Buy)F5,F4 | $0.00 | Mar 2, 2017 | A | 10,300 | A | — | Mar 1, 2027 | Common Stock | 10,300 | 10,300 | D |
Explanation of responses
- F1Company granted restricted stock awards ("RSAs") issued pursuant to a Rule 16b-3 plan. RSAs are subject to a three year free cash flow performance target with respect to 70% of the award and a three year net sales performance target with respect to 30% of the award, and if such performance targets are met, the RSAs will vest in full upon certification of performance. Stock granted pursuant to the RSAs could range from 50% if the threshold target is met to 150% if performance meets specified levels. The amount reported above reflects 150% and will be cut back based upon performance levels accordingly.
- F2Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs vest three equal annual installments beginning on March 2, 2018.
- F3Includes 735 shares held directly, 26,163 shares of RSAs subject to performance vesting and 7,200 RSUs.
- F4The option vests in four equal annual installments beginning on March 2, 2018.
- F5Company granted option issued pursuant to Rule 16b-3 Plan.