Daniel L. Knotts - Feb 25, 2022 Form 4 Insider Report for RR Donnelley & Sons Co (RRD)

Signature
Deborah L. Steiner, Attorney-in-Fact
Stock symbol
RRD
Transactions as of
Feb 25, 2022
Transactions value $
-$41,684,528
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 -$28.8M -2.66M -100% $10.85 0 Feb 25, 2022 Direct F1
transaction RRD Common Stock Award +1.19M 1.19M Feb 25, 2022 Direct F2, F3
transaction RRD Common Stock Disposed to Issuer -$12.9M -1.19M -100% $10.85 0 Feb 25, 2022 Direct
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Daniel L. Knotts 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.