SEC Form 4 · accession 0001209191-17-018513

Donnelley Financial Solutions, Inc. · DFIN

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Mar 2, 2017

Accepted (ET)

Mar 6, 2017 · 7:48 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
Common Stock	Mar 2, 2017	F	4,129	$22.35	D	213,441	D
Common Stock^F2	Mar 2, 2017	A	73,800	—	A	287,241	D
Common Stock^F3,F4	Mar 2, 2017	A	49,200	—	A	336,441	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F6,F5	$22.35	Mar 2, 2017	A	70,800	A	—	Mar 1, 2027	Common Stock	70,800	70,800	D

F1Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.
F2Company 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.
F3Company 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.
F4Includes 19,537 shares held directly, 162,155 shares of RSAs subject to performance vesting and 154,749 RSUs.
F5The option vests in four equal annual installments beginning on March 2, 2018.
F6Company granted option issued pursuant to Rule 16b-3 Plan.