Daniel L. Knotts - Dec 22, 2021 Form 4 Insider Report for RR Donnelley & Sons Co (RRD)

Role
CEO & President, Director
Signature
Deborah L. Steiner, Attorney-in-Fact for Daniel L. Knotts
Stock symbol
RRD
Transactions as of
Dec 22, 2021
Transactions value $
-$24,859,230
Form type
4
Date filed
12/27/2021, 08:11 PM
Next filing
Mar 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RRD Common Stock Options Exercise +833K +41.22% 2.85M Dec 22, 2021 Direct F1
transaction RRD Common Stock Disposed to Issuer -$9.04M -833K -29.19% $10.85 2.02M Dec 22, 2021 Direct
transaction RRD Common Stock Award +185K +9.15% 2.21M Dec 22, 2021 Direct F2
transaction RRD Common Stock Disposed to Issuer -$2.01M -185K -8.38% $10.85 2.02M Dec 22, 2021 Direct
transaction RRD Common Stock Tax liability -$4.68M -437K -21.62% $10.72 1.58M Dec 22, 2021 Direct
transaction RRD Common Stock Award +1.92M +121.38% 3.51M Dec 22, 2021 Direct F3
transaction RRD Common Stock Tax liability -$9.13M -852K -24.29% $10.72 2.65M Dec 22, 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RRD Phantom Stock Options Exercise -833K -100% 0 Dec 22, 2021 Common Stock 833K Direct F1, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash.
F2 Shares acquired upon settlement of phantom Performance Stock Units granted on March 2, 2020 .
F3 Shares acquired upon settlement of Performance Stock Units granted on March 4, 2019, March 2, 2020 and March 2, 2021.
F4 Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment.

Remarks:

On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4.