Michael J. Sharp - Feb 25, 2022 Form 4 Insider Report for RR Donnelley & Sons Co (RRD)

Role: SVP - Chief Accounting Officer
Signature: Deborah L. Steiner, attorney-in-fact
Stock symbol: RRD
Transactions as of: Feb 25, 2022
Transactions value $: -$989,021
Form type: 4
Date filed: 3/1/2022, 05:05 AM
Previous filing: Dec 27, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	RRD	Common Stock	Disposed to Issuer	-$275K	-25.3K	-100%	$10.85	0	Feb 25, 2022	Direct	F1
transaction	RRD	Common Stock	Award		+65.8K			65.8K	Feb 25, 2022	Direct	F2, F3
transaction	RRD	Common Stock	Disposed to Issuer	-$714K	-65.8K	-100%	$10.85	0	Feb 25, 2022	Direct

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael J. Sharp 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	Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021.
F3	Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit or phantom restricted stock unit was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Company Common Stock underlying such Company PSU attributable to the percentage of the Company PSUs that vested as of immediately prior to the Effective Time (with vesting determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance for any awards in respect of which the performance period was not expired as of the Effective Time and based on actual level of performance for any awards in respect of which the performance period was expired prior to the Effective Time, in each case, as determined in good faith consistent with past practice by the Board or a committee thereof) multiplied by (ii) the Merger Consideration.