SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 (Amendment No. 2)*

R. R. Donnelley & Sons Company

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

257867200

(CUSIP Number)

James Ruggerio

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Telephone Number (973) 701-2431

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 2, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

* 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 disclosures provided in a prior cover page.

CUSIP No.  257867200

1.		Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset Management, LLC
2.		Check the Appropriate Box if a Member of a Group		(a) [    ]
				(b) [    ]
3.		SEC Use Only
4.		Source of Funds (See Instructions):    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Delaware
	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		10,912,100*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		10,912,100*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		10,912,100*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    14.99%*
14.		Type of Reporting Person (See Instructions):   IA

 *See Item 5 for additional information.

CUSIP No.  257867200

1.		Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset High Yield Master Fund, Ltd.
2.		Check the Appropriate Box if a Member of a Group		(a) [    ]
				(b) [    ]
3.		SEC Use Only
4.		Source of Funds (See Instructions):    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Delaware
	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		4,538,973*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		4,538,973*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		4,538,973*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    6.2%*
14.		Type of Reporting Person (See Instructions):   CO

 *See Item 5 for additional information.

CUSIP No.  257867200
1.	Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
	Anthony Melchiorre
2.	Check the Appropriate Box if a Member of a Group	(a) [    ]
		(b) [    ]
3.	SEC Use Only
4.	Source of Funds (See Instructions):    AF

5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Delaware
	Number of		7. Sole Voting Power:	0
	Shares Beneficially		8. Shared Voting Power:	10,912,100*
	Owned by
	Each Reporting		9. Sole Dispositive Power:	0
	Person With		10. Shared Dispositive Power:	10,912,100*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		10,912,100*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    14.99%*
14.		Type of Reporting Person (See Instructions):   IN

 *See Item 5 for additional information.

Explanatory Note

This Amendment No. 2 (“Amendment No. 2”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of R.R. Donnelley & Sons Company (the “Issuer”). This Amendment No. 2 is being filed jointly by (i) Chatham Asset Management, LLC (“CAM”), a Delaware limited liability company and the investment manager to (a) Chatham Asset High Yield Master Fund, Ltd. (“Chatham Master Fund”), a Cayman Islands exempted company, and (b) other affiliated funds (collectively with Chatham Master Fund, the “Chatham Funds”); (ii) Chatham Master Fund; and (iii) Anthony Melchiorre, a United States Citizen. CAM, Chatham Master Fund, and Mr. Melchiorre are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.” This Amendment No. 2 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2021, as amended (the “Prior Schedule 13D”). The Prior Schedule 13D, as amended and supplemented by this Amendment No. 2 is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4.     Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented to add the following:

On November 2, 2021, the Reporting Persons issued a press release, which included a statement to the Issuer’s stockholders regarding discussions with the Issuer concerning the Reporting Persons recent proposal to acquire the Issuer at a price of $7.50 per share. In the statement, the Reporting Persons called upon the Issuer to immediately execute a customary non-disclosure agreement with the Reporting Persons, to begin discussions and due diligence to negotiate a successful transaction that provides stockholders full and certain value for their shares.  The Reporting Persons cautioned they reserve all rights to take further action as stockholders to hold the Board accountable, if the Issuer continues to delay or will not commit to undertaking a legitimate sales process. The full text of the press release is attached hereto as Exhibit 4 and is incorporated herein by reference.

Item 6.     Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

In addition to the reported shares of Common Stock, as of the most recent date of this Schedule 13D, CAM and the Chatham Funds collectively own $205,000 aggregate principal amount of the Issuer’s 6.000% notes due April 1, 2024 (the “2024 Notes”), $114,567,000 aggregate principal amount of the Issuer’s 6.125% Senior Notes due November 1, 2026 (the “2026 Notes”), $183,230,000 aggregate principal amount of the Issuer’s 8.250% Senior Notes due July 1, 2027 (the “2027 Notes”), $24,659,000 aggregate principal amount of the Issuer’s 6.625% Debentures due April 15, 2029 (the “2029 Debentures”), $315,166,000 aggregate principal amount of the Issuer’s 8.500% Senior Notes due April 15, 2029 (the “2029 Notes”) and $16,527,000 aggregate principal amount of the Issuer’s 8.820% Debentures due April 15, 2031 (the “2031 Debentures”). In addition, the Chatham Funds are currently party to certain credit default swap arrangements, as seller counterparties, pursuant to which the buyer counterparty is obligated to make a periodic stream of payments over the term of the contract in return for a contingent payment from the seller counterparty upon the occurrence of a credit event with respect to referenced debt securities of the Issuer.

There are no contracts, arrangements, understandings or relationships between the Reporting Persons and any other person, with respect to the Common Stock of the Issuer.

Item 7.     Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented to add the following:

    Exhibit 4: Press Release, dated November 2, 2021.  

Signature

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.

November 2, 2021

CHATHAM ASSET MANAGEMENT, LLC*

By:   /s/ Anthony Melchiorre

Name:	Anthony Melchiorre
Title:	Managing Member

CHATHAM ASSET HIGH YIELD MASTER FUND, LTD.

By: Chatham Asset Management, LLC, its Investment Manager

By:   /s/ Anthony Melchiorre

	Name:	Anthony Melchiorre
	Title:	Managing Member
/s/   Anthony Melchiorre*
Anthony Melchiorre

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

EX-4

Exhibit 4

CHATHAM ASSET MANAGEMENT UPDATES STOCKHOLDERS ON DISCUSSIONS WITH R.R. DONNELLEY REGARDING ITS CREDIBLE OFFER TO ACQUIRE THE COMPANY

Reaffirms All-Cash Offer to Acquire the Company for $7.50 per Share

Calls on Board to Immediately Execute a Customary Non-Disclosure Agreement and Commit to a Legitimate Sales Process to Deliver Full and Certain Value to Stockholders

CHATHAM, N.J., November 2, 2021 -- Chatham Asset Management, LLC ("Chatham"), a private investment firm which manages funds that beneficially own approximately 14.9% of the outstanding common stock of R.R. Donnelley & Sons Company ("RRD" or the "Company") (NYSE: RRD) and which is the largest bondholder of the Company, today issued the following statement to RRD’s stockholders regarding the discussions with the Company concerning Chatham’s recent proposal to acquire RRD at a price of $7.50 per share:

“For nearly the past two weeks, Chatham has devoted significant time and resources seeking to negotiate a non-disclosure agreement with RRD, which RRD requested, in order to commence discussions and due diligence regarding its all-cash offer to acquire RRD at $7.50 per share. Despite Chatham making significant concessions to resolve all material open points in the non-disclosure agreement, the Company opted to delay discussions when it became clear it was time to execute the agreement. We had expressed a strong desire to announce the signing of the non-disclosure agreement before RRD’s earnings call, so that stockholders would have the comfort of knowing that the Company was going to meaningfully evaluate our offer, regardless of the Company’s performance.

However, as has been a consistent problem for RRD over the many years that we have been investors, the Board once again failed to act with any sense of urgency or regard for transparency. That the Board would needlessly delay negotiations, on top of its commitment to a poison pill which is adverse to stockholder interests, further demonstrates to us that the Board may be more focused on its own entrenchment and enrichment at the expense of RRD’s stockholders. We call upon the Company to immediately execute a customary non-disclosure agreement with us, so that we can begin discussions and due diligence to negotiate a successful transaction that provides stockholders full and certain value for their shares.  If the Company continues to delay or will not commit to undertaking a legitimate sales process, we reserve all rights to take further action as stockholders to hold the Board accountable.”

On October 12, 2021, Chatham submitted an offer to acquire all the common stock of RRD not already owned by Chatham for $7.50 per share in cash. The proposed transaction represented a 52.1% premium over the closing price of $4.93 per share on October 11, 2021, a 6.2% premium over the 52-week high of $7.06 per share, and a 92% premium over the 365-day volume-weighted average price of $3.91 per share. Chatham intends to finance the transaction using cash on hand and external financing, and has secured a highly confident letter from Jefferies Group LLC supporting its ability to raise all necessary funds.

As a further demonstration of its commitment to ensure a successful financing, since submitting its prior offer on October 12, 2021, Chatham has increased its ownership of the Company’s outstanding debt by approximately $78.8 million, to an aggregate of approximately $654.4 million, all of which it plans to equitize and/or subordinate in connection with its proposal. Given Chatham’s current debt position, the transaction as contemplated would result in over a full turn of deleveraging, from 3.9x to 2.8x, equaling total debt reduction of 28%, versus 23% at the time of the last letter, and annual interest savings of 38%, versus 33% at the time of the last letter.