Deborah L. Steiner - Mar 4, 2020 Form 4/A - Amendment Insider Report for RR Donnelley & Sons Co (RRD)

Role
EVP, CAO & General Counsel
Signature
Deborah L. Steiner
Stock symbol
RRD
Transactions as of
Mar 4, 2020
Transactions value $
-$5,333,179
Form type
4/A - Amendment
Date filed
2/28/2022, 08:51 PM
Date Of Original Report
Dec 27, 2021
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 +24.9K +17.93% 164K Mar 4, 2020 Direct F1
transaction RRD Common Stock Disposed to Issuer -$96.2K -24.9K -15.2% $3.87 139K Mar 4, 2020 Direct
transaction RRD Common Stock Options Exercise +152K +67.31% 377K Dec 22, 2021 Direct F1
transaction RRD Common Stock Disposed to Issuer -$1.64M -152K -40.23% $10.85 225K Dec 22, 2021 Direct
transaction RRD Common Stock Award +193K +85.72% 418K Dec 22, 2021 Direct F2
transaction RRD Common Stock Disposed to Issuer -$2.09M -193K -46.16% $10.85 225K Dec 22, 2021 Direct
transaction RRD Common Stock Tax liability -$603K -56.2K -24.97% $10.72 169K Dec 22, 2021 Direct
transaction RRD Common Stock Award +189K +111.84% 358K Dec 22, 2021 Direct F3
transaction RRD Common Stock Tax liability -$897K -83.7K -23.39% $10.72 274K 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 -24.9K -14.37% 148K Mar 4, 2020 Common Stock 24.9K Direct F1, F4
transaction RRD Phantom Stock Options Exercise -152K -100% 0 Dec 22, 2021 Common Stock 152K 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 4, 2019 and March 2, 2020.
F3 Shares acquired upon settlement of Performance Stock Units granted on 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. This amendment is being filed to report an additional 21,976 shares withheld in the connection with the vesting of Phantom Stock granted on March 4, 2020.