| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RRD | Common Stock | Disposed to Issuer | -$6.97M | -642K | -100% | $10.85 | 0 | Feb 28, 2022 | Direct | F1 |
| transaction | RRD | Common Stock | Options Exercise | +86.8K | 86.8K | Dec 22, 2021 | Direct | F2 | |||
| transaction | RRD | Common Stock | Disposed to Issuer | -$942K | -86.8K | -100% | $10.85 | 0 | Dec 22, 2021 | Direct | |
| transaction | RRD | Common Stock | Award | +308K | 308K | Dec 22, 2021 | Direct | F3, F4 | |||
| transaction | RRD | Common Stock | Disposed to Issuer | -$3.34M | -308K | -100% | $10.85 | 0 | Dec 22, 2021 | Direct |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | RRD | Phantom Stock | Options Exercise | -86.8K | -100% | 0 | Feb 25, 2022 | Common Stock | 86.8K | Direct | F5, F6 |
Terry D. Peterson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021. |
| F4 | 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. |
| F5 | Each share of phantom stock is payable in shares of common stock or cash. |
| F6 | Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment. |