0001193125-17-040596.txt : 20170213 0001193125-17-040596.hdr.sgml : 20170213 20170213163257 ACCESSION NUMBER: 0001193125-17-040596 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20170213 DATE AS OF CHANGE: 20170213 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Donnelley Financial Solutions, Inc. CENTRAL INDEX KEY: 0001669811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 344829638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-89770 FILM NUMBER: 17599661 BUSINESS ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 844-866-4337 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RR Donnelley & Sons Co CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312.326.8000 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 SC 13G 1 d338842dsc13g.htm SC 13G SC 13G

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G*

Under the Securities Exchange Act of 1934

 

 

DONNELLEY FINANCIAL SOLUTIONS, INC.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

25787G100

(CUSIP Number)

December 31, 2016

(Date of Event which Requires Filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☐ Rule 13d-1(c)

☒ Rule 13d-1(d)

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 25787G100   13G  

 

  1.   

Names of Reporting Persons

 

R. R. Donnelley & Sons Company

  2.  

Check the Appropriate Box If a Member of a Group (See Instructions)

a.  ☐        b.  ☐

 

  3.  

SEC Use Only

 

  4.  

Citizenship or Place of Organization

 

Delaware

Number of

Shares

Beneficially

Owned By

Each

Reporting

Person

With

   5.    

Sole Voting Power

 

01

   6.   

Shared Voting Power

 

0

   7.   

Sole Dispositive Power

 

6,242,802

   8.   

Shared Dispositive Power

 

0

  9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

 

6,242,802

10.  

Check Box If the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.  

Percent of Class Represented By Amount in Row (9)

 

19.25%

12.  

Type of Reporting Person (See Instructions)

 

CO

 

 

1 Pursuant to a Stockholder and Registration Rights Agreement, dated as of September 14, 2016, between Donnelley Financial Solutions, Inc. (the “Issuer”) and R. R. Donnelley & Sons Company (the “Reporting Person”), the Reporting Person granted to the Issuer a proxy to vote all of the shares of the Issuer’s common stock owned by the Reporting Person in proportion to the votes cast by the Issuer’s other stockholders. As a result, the Reporting Person does not exercise voting power over any of the shares of Issuer common stock it beneficially owns.


Item 1(a). Name of Issuer:

Donnelley Financial Solutions, Inc.

 

Item 1(b). Address of the Issuer’s Principal Executive Offices:

35 West Wacker Drive,

   Chicago, Illinois 60601

 

Item 2(a). Name of Person Filing

R. R. Donnelley & Sons Company

 

Item 2(b). Address of Principal Business Office or, if None, Residence:

35 West Wacker Drive,

   Chicago, Illinois 60601

 

Item 2(c). Citizenship:

Delaware

 

Item 2(d). Title of Class of Securities:

Common Stock, par value $0.01 per share

 

Item 2(e). CUSIP Number:

25787G100

 

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

 

  a. ☐ Broker or dealer registered under Section 15 of the Act.

 

  b. ☐ Bank as defined in Section 3(a)(6) of the Act.

 

  c. ☐ Insurance company as defined in Section 3(a)(19) of the Act.

 

  d. ☐ Investment company registered under Section 8 of the Investment Company Act of 1940.

 

  e. ☐ An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E).

 

  f. ☐ An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F).

 

  g. ☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G).

 

  h. ☐ A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act.

 

  i. ☐ A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940.

 

  j. ☐ Group, in accordance with § 240.13d-1(b)(1)(ii)(J).


Item 4. Ownership:

Explanatory Note: On October 1, 2016, the Reporting Person distributed 26,187,337 shares of the Issuer’s common stock to the Reporting Person’s stockholders in connection with the separation of its financial communications and data services business to the Issuer and its publishing and retail-centric print services and office products business LSC Communications, Inc. (“LSC”), and in accordance with the terms of Separation and Distribution Agreement, dated as of September 14, 2016, by and among the Reporting Person, the Issuer and LSC (the “Separation and Distribution Agreement”). In connection with such separation, and pursuant to the Separation and Distribution Agreement, the Reporting Person retained 6,242,802 shares of each of the Issuer and LSC.

 

Item 4(a). Amount Beneficially Owned:

See the response to Item 9 on the attached cover page and the explanatory note above.

 

Item 4(b). Percent of Class:

See the response to Item 11 on the attached cover page and the explanatory note above.

 

Item 4(c). Number of shares as to which the person has:

 

  i. Sole power to vote or to direct the vote

 

     See the response to Item 5 on the attached cover page and the explanatory note above.

 

  ii. Shared power to vote or to direct the vote

 

     See the response to Item 6 on the attached cover page and the explanatory note above.

 

  iii. Sole power to dispose or to direct the disposition of

 

     See the response to Item 7 on the attached cover page and the explanatory note above.

 

  iv. Shared power to dispose or to direct the disposition of

 

     See the response to Item 8 on the attached cover page and the explanatory note above.

 

Item 5. Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐ .

 

Item 6. Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

 

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

 

Item 8. Identification and Classification of Members of the Group:

Not applicable.

 

Item 9. Notice of Dissolution of Group:

Not applicable.

 

Item 10. Certification:

Not applicable.


SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

           

R. R. Donnelley & Sons Company

Date: February 13, 2017       By:  

/s/ Deborah L. Steiner

      Name:   Deborah L. Steiner
      Title:   Executive Vice President, Secretary and Chief Compliance Officer