Terry D. Peterson - 25 Feb 2022 Form 4 Insider Report for RR Donnelley & Sons Co

Reporting relationship: EVP & CFO
Issuer ticker: N/A
Reported as of: 25 Feb 2022
Net transaction value: -$11,255,009
SEC form: 4
Accepted by SEC: 01 Mar 2022, 05:05:28 UTC
Prior SEC filing: 27 Dec 2021
Source filing: View source filing
Reporting owner signature: Deborah L. Steiner, Attorney-in-Fact for Terry D. Peterson

Key filing fact

Terry D. Peterson filed Form 4 for RR Donnelley & Sons Co on 01 Mar 2022.

Key facts

This page summarizes Terry D. Peterson's Form 4 filing for RR Donnelley & Sons Co.
6 reported transactions and 1 derivative row are listed below.
Accepted by SEC: 01 Mar 2022, 05:05.

Change

Previous filing in this sequence was filed on 27 Dec 2021.
Current net transaction value: -$11,255,009.

Research use

This tells you what this filing adds before you inspect full transaction and derivative tables.
You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $6,968,120
Shares: -642,223
Change %: -100%
Price: $10.85
Shares after: 0
Date: 28 Feb 2022
Ownership: Direct
Footnotes: F1

RRD transaction

Common Stock

Options Exercise

Transaction value
Shares: +86,849
Change %
Price
Shares after: 86,849
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F2

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $942,312
Shares: -86,849
Change %: -100%
Price: $10.85
Shares after: 0
Date: 22 Dec 2021
Ownership: Direct

RRD transaction

Common Stock

Award

Transaction value
Shares: +308,256
Change %
Price
Shares after: 308,256
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F3, F4

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $3,344,578
Shares: -308,256
Change %: -100%
Price: $10.85
Shares after: 0
Date: 22 Dec 2021
Ownership: Direct

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

RRD transaction Derivative

Phantom Stock

Options Exercise

Transaction value
Shares: -86,849
Change %: -100%
Price
Shares after: 0
Date: 25 Feb 2022
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 86,849
Exercise price
Footnotes: F5, F6

^* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Terry D. Peterson is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 6 footnotes

Footnote 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").

Footnote 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.

Footnote F3

Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021.

Footnote 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.

Footnote F5

Each share of phantom stock is payable in shares of common stock or cash.

Footnote F6

Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment.