0000899243-17-017130.txt : 20170623 0000899243-17-017130.hdr.sgml : 20170623 20170623172136 ACCESSION NUMBER: 0000899243-17-017130 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170621 FILED AS OF DATE: 20170623 DATE AS OF CHANGE: 20170623 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: RR Donnelley & Sons Co CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37728 FILM NUMBER: 17928456 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 NAME: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2017-06-21 0 0001669811 Donnelley Financial Solutions, Inc. DFIN 0000029669 RR Donnelley & Sons Co 35 WEST WACKER DRIVE CHICAGO IL 60601 0 0 1 0 Common Stock, par value $0.01 per share 2017-06-21 4 J 0 6143208 D 99594 D On February 22, 2016, Donnelley Financial Solutions, Inc., a Delaware corporation ("DFS"), issued all 100 outstanding shares of DFS common stock to R. R. Donnelley & Sons Company, a Delaware corporation ("RRD"). On September 30, 2016 and simultaneously with the effectiveness of the amended and restated certificate of incorporation of DFS (the "Amended and Restated Certificate of Incorporation") that increased the number of authorized shares of common stock from 100 to 65,000,000, DFS effected a recapitalization (the "Recapitalization") of the 100 shares of common stock issued and outstanding, which Recapitalization converted such 100 shares into 32,430,139 shares of common stock, par value $0.01, of DFS (the "Common Stock"). On October 1, 2016 at 12:01 a.m., 26,187,337 shares of Common Stock, which was 80.75% of the Common Stock then outstanding, were distributed by RRD to its stockholders (the "Distribution"). Following the Distribution, RRD beneficially owned 6,242,802 shares of Common Stock, which was 19.25% of the then outstanding Common Stock. On June 21, 2017, RRD completed a debt-for-equity exchange (the "Exchange"), pursuant to which RRD exchanged 6,143,208 shares of Common Stock and the payment of accrued interest for $111,607,000 principal amount of RRD's 7.625% Notes due 2020 held by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, which reflected consideration of $21.25 per share of the Common Stock. Such notes were cancelled and discharged upon delivery to RRD. Immediately following the Exchange, RRD retained 99,594 shares of Common Stock. /s/ Terry D. Peterson, Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Company 2017-06-23