X0206 3/A 2016-10-01 2016-10-03 0 0001669812 LSC Communications, Inc. LKSD 0001201002 HAMILTON JUDITH H C/O LSC COMMUNICATIONS, INC. 35 WEST WACKER DRIVE CHICAGO IL 60601 1 0 0 0 Common Stock 24183 D Restricted Stock Units Common Stock 10363 D Phantom Stock Common Stock 6280 D Reporting Person is filing a second amendment to her Form 3, which was initially filed on October 3, 2016 and amended on October 18, 2016, in order to update the number of securities beneficially owned as of the date of the event requiring the statement. This amount includes 9,027 shares of common stock of LSC Communications, Inc. ("LSC") and 15,156 restricted stock units, which are reflected as beneficially owned and reported as shares of LSC common stock. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among R. R. Donnelley & Sons Company ("RRD"), LSC, and Donnelley Financial Solutions, Inc. ("DFS"), and gives effect to the distribution by RRD of 80.75% of the common stock of each LSC and DFS (collectively, the "Spinoffs"), which occurred on October 1, 2016. Reporting Person previously filed an amendment to her Form 3, which was filed on October 18, 2016, in order to update the number of shares underlying derivative securities as of the date of the event requiring the statement. These restricted stock units are reported in Table II because they may be paid by the Company in either stock or cash at its option. These restricted stock units are payable in shares of common stock or cash when the Reporting Person ceases to be a director. Such restricted stock units vested prior to the date of the event requiring this statement. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement and such units have been converted into restricted stock units over LSC common stock to give effect to the Spinoffs. One restricted stock unit is equal to one share of LSC common stock or the closing price of one share of LSC common stock on the NYSE on the Reporting Person's last day as a director of LSC. These securities were inadvertently omitted from the Reporting Person's holdings reported in the previously filed Form 3. Reporting Person is filing this second amendment to correct this inadvertent omission. The number of shares of phantom stock was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement based on ownership of RRD phantom stock. Phantom stock will be settled 100% in cash, payable annually in installments over a period of ten years, after the Reporting Person ceases to be director. Each share of phantom stock is the economic equivalent of one share of LSC common stock. Judith H. Hamilton became a director of LSC Communications, Inc. on October 1, 2016. /s/ Suzanne S. Bettman, Suzanne S. Bettman, Attorney-In-Fact for Judith H. Hamilton 2016-11-01