SEC Form 4 · accession 0000899243-17-008910
LSC Communications, Inc. · LKSD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
RR Donnelley & Sons Co
10% Owner
Period of report
Mar 28, 2017
Accepted (ET)
Mar 30, 2017 · 4:47 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001669812
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 | Mar 28, 2017 | J | 6,242,802 | $19.44 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On February 22, 2016, LSC Communications, Inc., a Delaware corporation ("LSC"), issued all 100 outstanding shares of LSC 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 LSC (the "Amended and Restated Certificate of Incorporation") that increased the number of authorized shares of common stock from 100 to 65,000,000, LSC 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 LSC (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 March 28, 2017, RRD completed the sale (the "Sale") of 6,242,802 shares of Common Stock at a price of $19.44 per share (the public offering price, net of underwriting discounts and commissions of $0.81 per share) in an underwritten, public secondary offering. Immediately following the Sale, RRD owned no shares of Common Stock.