SEC Form 4 · accession 0001209191-16-104503
RR Donnelley & Sons Co · RRD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew B. Coxhead
Officer — Chief Accounting Officer
Period of report
Feb 29, 2016
Accepted (ET)
Mar 2, 2016 · 4:33 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 29, 2016 | A | 27,590 | — | A | 118,949 | D | |
| Common StockF2 | Feb 29, 2016 | M | 10,000 | — | A | 128,949 | D | |
| Common StockF4 | Feb 29, 2016 | F | 3,110 | $15.18 | D | 125,839 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Share UnitsF2 | — | Feb 29, 2016 | M | 10,000 | D | — | Dec 31, 2015 | Common Stock | 10,000 | 0 | D |
Explanation of responses
- F1Company granted restricted stock units (RSUs) issued pursuant to Rule 16b-3 Plan. The RSUs vest 100% on March 2, 2019.
- 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, 2013 and ending December 31, 2015. 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 100% of PSUs.
- F3Shares were withheld as payment of a tax liability incident to vesting of performance share units issued in accordance with Rule 16b-3.
- F4Includes 58,889 shares held directly and 66,950 restricted stock units.