SEC Form 4 · accession 0001179110-15-009489

COURIER Corp · CRRC

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

Reporting owner

James F Conway III

Officer — Chairman, President and CEO · Director

Period of report

Jun 8, 2015

Accepted (ET)

Jun 10, 2015 · 2:53 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000025212

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	D/I	Nature of ownership
Common stock^F1	Jun 8, 2015	D	172,654	—	D	D
Common stock^F2	Jun 8, 2015	D	130,249	—	D	D
Common stock^F1	Jun 8, 2015	D	58,819	—	D	I	By Trust
Common stock^F2	Jun 8, 2015	D	147,566	—	D	I	By Trust
Common stock^F1	Jun 8, 2015	D	1,992	—	D	I	By ESOP Trust
Common stock^F2	Jun 8, 2015	D	1,503	—	D	I	By ESOP Trust
Common stock^F3	Jun 8, 2015	D	27,647	$23.00	D	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option (right to buy)^F4	$14.37	Jun 8, 2015	D	24,214	D	Sep 17, 2013	Sep 17, 2015	Common stock	24,214	D
Option (right to buy)^F4	$7.40	Jun 8, 2015	D	14,389	D	Sep 16, 2014	Sep 16, 2016	Common stock	14,389	D
Option (right to buy)^F4	$11.01	Jun 8, 2015	D	10,041	D	Nov 23, 2015	Nov 23, 2022	Common stock	10,041	D
Option (right to buy)^F4	$17.56	Jun 8, 2015	D	3,948	D	Nov 22, 2016	Nov 22, 2023	Common stock	3,948	D
Option (right to buy)^F4	$13.44	Jun 8, 2015	D	5,692	D	Nov 21, 2017	Nov 21, 2024	Common stock	5,692	D

Explanation of responses

F1Disposed of pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of February 5, 2015, by and among R. R. Donnelley, Raven Solutions, Inc., Raven Ventures LLC, and Courier Corporation. The Merger Agreement provided that each Courier common share would be converted into the right to receive either $23.00 in cash without interest or 1.3756 shares of R. R. Donnelley common stock subject to proration so that a total of 8,000,000 shares of R.R. Donnelley common stock will be issued in the merger. The reporting person converted 233,465 Courier shares into 321,154 R.R. Donnelley shares and cash in lieu of any fractional shares of R. R. Donnelley common stock.
F2Disposed of pursuant to the Merger Agreement which provided that each Courier common share would be converted into the right to receive either $23.00 in cash without interest or 1.3756 shares of R. R. Donnelley common stock. The reporting person converted 279,318 Courier shares into cash.
F3These restricted stock awards were cancelled at the effective time of the merger (the "Merger") pursuant to the Merger Agreement, in exchange for an aggregate cash payment equal to the number of shares of Courier's common stock underlying such restricted stock awards multiplied by the per share purchase price of $23.00.
F4Represents options to purchase Courier common stock that were subject to vesting over time but were cancelled in the Merger in exchange for a cash payment in the amount by which the per share purchase price of $23.00 exceeded the exercise price of the option as of the effective time of the Merger multiplied by the number of shares underlying such option.