Simcoe Capital Management, LLC - 02 Nov 2023 Form 4 Insider Report for Donnelley Financial Solutions, Inc. (DFIN)

Footnote F1

This Form 4 is filed by Simcoe Capital Management, LLC ("Simcoe Capital" or the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group, which ceased to collectively own more than 10% of the Issuer's outstanding shares of Common Stock as of November 2, 2023. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Jeffrey Jacobowitz, Managing Member of Simcoe Capital, and a director of the Issuer, has also filed a separate Form 4 reporting these transactions. The Reporting Person is no longer subject to Section 16 because it is no longer a 10% Owner.

Footnote F2

Represents securities held directly by Simcoe Partners, L.P. ("Simcoe Partners"). Simcoe Capital is the investment manager of Simcoe Partners. Simcoe Partners has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by Simcoe Partners pursuant to an Investment Management Agreement.

Footnote F3

Represents securities held directly by SDR Partners, LLC ("SDR Partners"). Simcoe Capital is the investment manager of SDR Partners. SDR Partners has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by SDR Partners pursuant to an Investment Management Agreement.

Footnote F4

Represents securities held directly by Simcoe Select, L.P. ("Simcoe Select"). Simcoe Capital is the investment manager of Simcoe Select. Simcoe Select has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by Simcoe Select pursuant to an Investment Management Agreement.

Footnote F5

The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $55.14 to $56.13 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.

Footnote F6

The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $56.14 to $56.30 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.

Footnote F7

The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $54.76 to $55.757 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.

Footnote F8

The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $55.76 to $56.11 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.