SEC Form 4 · accession 0001209191-16-104510

RR Donnelley & Sons Co · RRD

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

Reporting owner

Officer — Chief Executive Officer

Period of report

Feb 29, 2016

Accepted (ET)

Mar 2, 2016 · 4:34 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 Stock^F1	Feb 29, 2016	A	500,370	—	A	1,957,678	D
Common Stock^F2	Feb 29, 2016	M	300,000	—	A	2,257,678	D
Common Stock^F4	Feb 29, 2016	F	178,710	$15.18	D	2,078,968	D
Common Stock	holding	—	—		—	8,192	I	By 401(K)

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Performance Share Units^F2	—	Feb 29, 2016	M	300,000	D	—	Dec 31, 2015	Common Stock	300,000	0	D

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 1,078,888 shares held directly, 85 shares held through dividend reinvestment plan and 999,995 restricted stock units.