SEC Form 4 · accession 0001181431-15-003943

RR Donnelley & Sons Co · RRD

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

Reporting owner

Officer — Chief Operating Officer

Period of report

Mar 2, 2015

Accepted (ET)

Mar 4, 2015 · 4:41 pm EST

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
Common Stock (withholding for tax liability)	Mar 2, 2015	F	26,458	$19.05	D	325,356	D
Common Stock^F2	Mar 2, 2015	M	35,986	—	A	361,342	D
Common Stock (withholding for tax liability)^F4	Mar 2, 2015	F	16,446	$19.05	D	344,896	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F2	—	Mar 2, 2015	M	35,986	D	—	Dec 31, 2014	Common Stock	35,986	0	D

F1Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.
F2Each performance share unit ("PSU") represented a contingent right to receive one share of Common Stock. The PSUs were earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2012 and ending December 31, 2014. Awards could range from 50% of the PSUs if the threshold is met up to a target of 100% of the PSUs if performance meets the specified levels. The amount reported above reflects vesting of 94.7% of PSUs and all other PSUs initially granted were forfeited.
F3Shares were withheld as payment of a tax liability incident to vesting of performance share units issued in accordance with Rule 16b-3.
F4Includes 153,494 shares held directly, 1,202 shares held jointly with Mr. Knott's spouse, 135 shares held through dividend reinvestment plan and 190,065 restricted stock units.