Deborah L. Steiner - 04 Mar 2020 Form 4/A - Amendment Insider Report for RR Donnelley & Sons Co

Reporting relationship: EVP, CAO & General Counsel
Issuer ticker: N/A
Reported as of: 04 Mar 2020
Net transaction value: -$5,333,179
SEC form: 4/A - Amendment
Accepted by SEC: 28 Feb 2022, 20:51:48 UTC
Original report date: 27 Dec 2021
Next SEC filing: 01 Mar 2022
Source filing: View source filing
Reporting owner signature: Deborah L. Steiner

Key filing fact

Deborah L. Steiner filed Form 4/A - Amendment for RR Donnelley & Sons Co on 28 Feb 2022.

Key facts

This page summarizes Deborah L. Steiner's Form 4/A - Amendment filing for RR Donnelley & Sons Co.
11 reported transactions and 2 derivative rows are listed below.
Accepted by SEC: 28 Feb 2022, 20:51.

Change

No earlier filing in this sequence is available for direct comparison.
Current net transaction value: -$5,333,179.

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/A - Amendment disclosures.

View source filing

Reported non-derivative transactions

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

RRD transaction

Common Stock

Options Exercise

Transaction value
Shares: +24,869
Change %: +18%
Price
Shares after: 163,602
Date: 04 Mar 2020
Ownership: Direct
Footnotes: F1

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $96,243
Shares: -24,869
Change %: -15%
Price: $3.87
Shares after: 138,733
Date: 04 Mar 2020
Ownership: Direct

RRD transaction

Common Stock

Options Exercise

Transaction value
Shares: +151,504
Change %: +67%
Price
Shares after: 376,594
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F1

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $1,643,818
Shares: -151,504
Change %: -40%
Price: $10.85
Shares after: 225,090
Date: 22 Dec 2021
Ownership: Direct

RRD transaction

Common Stock

Award

Transaction value
Shares: +192,953
Change %: +86%
Price
Shares after: 418,043
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F2

RRD transaction

Common Stock

Disposed to Issuer

Transaction value: $2,093,540
Shares: -192,953
Change %: -46%
Price: $10.85
Shares after: 225,090
Date: 22 Dec 2021
Ownership: Direct

RRD transaction

Common Stock

Tax liability

Transaction value: $602,550
Shares: -56,208
Change %: -25%
Price: $10.72
Shares after: 168,882
Date: 22 Dec 2021
Ownership: Direct

RRD transaction

Common Stock

Award

Transaction value
Shares: +188,886
Change %: +112%
Price
Shares after: 357,768
Date: 22 Dec 2021
Ownership: Direct
Footnotes: F3

RRD transaction

Common Stock

Tax liability

Transaction value: $897,028
Shares: -83,678
Change %: -23%
Price: $10.72
Shares after: 274,090
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: -24,869
Change %: -14%
Price
Shares after: 148,253
Date: 04 Mar 2020
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 24,869
Exercise price
Footnotes: F1, F4

RRD transaction Derivative

Phantom Stock

Options Exercise

Transaction value
Shares: -151,504
Change %: -100%
Price
Shares after: 0
Date: 22 Dec 2021
Ownership: Direct
Underlying class: Common Stock
Underlying amount: 151,504
Exercise price
Footnotes: F1, F4

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

Additional SEC filing notes

Filing notes and footnotes

Explanation of responses 4 footnotes

Footnote F1

Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash.

Footnote F2

Shares acquired upon settlement of phantom Performance Stock Units granted on March 4, 2019 and March 2, 2020.

Footnote F3

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

Footnote F4

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

SEC remarks

On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4. This amendment is being filed to report an additional 21,976 shares withheld in the connection with the vesting of Phantom Stock granted on March 4, 2020.