SEC Form 4 · accession 0000899243-16-030945
RR Donnelley & Sons Co · RRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Daniel L. Knotts
Officer — CEO and President · Director
Period of report
Oct 1, 2016
Accepted (ET)
Oct 4, 2016 · 5:59 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000029669
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Oct 1, 2016 | A | 0 | $0.00 | A | 83,827 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Daniel L. Knotts has been awarded restricted stock units ("RSUs") with a value of $2,375,000. The number of RSUs will be determined based on a ten trading day value weighted average price of R. R. Donnelley & Sons Company ("RRD") common stock following the date of grant. Mr. Knotts' RSUs will vest ratably in three equal installments on the first three anniversaries of the date of grant, subject to Mr. Knotts continued employment with RRD. The Reporting Person will amend this Form 4 when such information is available.
- F2Reflects impact of 1-for-3 reverse stock split by RRD, which was effective on October 1, 2016. Includes 83,382 shares of common stock held individually, 400 shares held jointly with spouse, and 45 shares held in dividend reinvestment plan. The number of restricted stock units has not yet been determined, as restricted stock units and performance share units over R. R. Donnelley & Sons Company ("RRD") common stock outstanding prior to October 1, 2016 will be adjusted (a) to give effect to the reverse stock split described in noted above, and (b) to give effect to the distribution by RRD of 80.75% of the common stock of LSC Communications, Inc. ("LSC") and Donnelley Financial Solutions, Inc. ("Donnelley Financial"), which occurred on October 1, 2016 (collectively, the "Spinoffs").
- F3(Continued from footnote 2) The number of restricted stock units over RRD common stock will be determined after the date hereof pursuant to, with respect to the Spinoffs, an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among RRD, LSC and Donnelley Financial and, with respect to the reverse stock split, pursuant to the RRD 2012 Performance Incentive Plan. Does not reflect adjustments in terms of ownership of stock options over RRD common stock, as the number of stock options over RRD common stock has not yet been determined, as stock options over RRD common stock outstanding prior to October 1, 2016 will be adjusted (a) to give effect to the reverse stock split described in noted above, and (b) to give effect to the Spinoffs. The Reporting Person will amend this Form 4 when such information is available.
Remarks
Exhibit Index Exhibit 24 - Power of Attorney