SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Simcoe Capital Management, LLC

(Last)

(First)

(Middle)

540 MADISON AVENUE, 27TH FLOOR

(Street)

NEW YORK

10022

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Donnelley Financial Solutions, Inc. [ DFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/09/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/09/2022		P		71,439	A	$25.4282⁽⁵⁾	3,038,634	I	By: Simcoe Partners, L.P.⁽²⁾
Common Stock⁽¹⁾	05/10/2022		P		176,075	A	$26.7937⁽⁶⁾	3,214,709	I	By: Simcoe Partners, L.P.⁽²⁾
Common Stock⁽¹⁾	05/11/2022		P		222,426	A	$26.8479⁽⁷⁾	3,437,135	I	By: Simcoe Partners, L.P.⁽²⁾
Common Stock⁽¹⁾	05/09/2022		P		3,768	A	$25.4282⁽⁵⁾	173,166	I	By: Simcoe Select, L.P.⁽³⁾
Common Stock⁽¹⁾	05/10/2022		P		9,286	A	$26.7937⁽⁶⁾	182,452	I	By: Simcoe Select, L.P.⁽³⁾
Common Stock⁽¹⁾	05/11/2022		P		11,731	A	$26.8479⁽⁷⁾	194,183	I	By: Simcoe Select, L.P.⁽³⁾
Common Stock⁽¹⁾								163,407	I	By: SDR Partners, LLC⁽⁴⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. 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 that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. 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.

2. 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.

3. 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.

4. 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.

5. The reported price represents a weighted average purchase price. The range of prices at which common stock was purchased was $24.650 to $25.600 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares purchased at each separate price.

6. The reported price represents a weighted average purchase price. The range of prices at which common stock was purchased was $26.000 to $27.215 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares purchased at each separate price.

7. The reported price represents a weighted average purchase price. The range of prices at which common stock was purchased was $26.460 to $27.620 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares purchased at each separate price.

	Simcoe Capital Management, LLC, By: /s/ Jeffrey Jacobowitz, its Managing Member	05/11/2022
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.