DuPont Albert - Feb 25, 2022 Form 4 Insider Report for RR Donnelley & Sons Co (RRD)

Role
EVP, Chief Commercial Officer
Signature
Deborah L. Steiner, Attorney-in-Fact
Stock symbol
RRD
Transactions as of
Feb 25, 2022
Transactions value $
-$205,456
Form type
4
Date filed
3/1/2022, 05:05 AM
Previous filing
Jul 13, 2021

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RRD Common Stock Disposed to Issuer -$95.1K -8.76K -100% $10.85 0 Feb 25, 2022 Direct F1
transaction RRD Common Stock Options Exercise +10.2K 10.2K Feb 25, 2022 Direct F2
transaction RRD Common Stock Disposed to Issuer -$110K -10.2K -100% $10.85 0 Feb 25, 2022 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 -10.2K -100% 0 Feb 25, 2022 Common Stock 86.8K Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

DuPont Albert is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On February 25, 2022, R. R. Donnelley & Sons Company (the "Company") was acquired by Chatham Delta Parent, Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 14, 2021, by and among the Company, Parent, and Warrior Chatham Delta Acquisition Sub, Inc., a wholly owned subsidiary of Chatham (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Company common stock converted into the right to receive $10.85 per share in cash without interest (the "Merger Consideration").
F2 Pursuant to the Merger Agreement, at the Effective Time, each outstanding phantom restricted stock unit converted into the right to receive the Merger Consideration.
F3 Each share of phantom stock is payable in shares of common stock or cash.
F4 Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment.