0001209191-21-071335.txt : 20211227 0001209191-21-071335.hdr.sgml : 20211227 20211227211139 ACCESSION NUMBER: 0001209191-21-071335 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211222 FILED AS OF DATE: 20211227 DATE AS OF CHANGE: 20211227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knotts Daniel L. CENTRAL INDEX KEY: 0001408602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 211521950 MAIL ADDRESS: STREET 1: C/O RR DONNELLEY STREET 2: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: 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 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 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2021-12-22 0 0000029669 RR Donnelley & Sons Co RRD 0001408602 Knotts Daniel L. C/O R.R. DONNELLEY & SONS COMPANY 35 WEST WACKER DRIVE CHICAGO IL 60601 1 1 0 0 CEO & President Common Stock 2021-12-22 4 M 0 832991 A 2853991 D Common Stock 2021-12-22 4 D 0 832991 10.85 D 2021000 D Common Stock 2021-12-22 4 A 0 184916 A 2205916 D Common Stock 2021-12-22 4 D 0 184916 10.85 D 2021000 D Common Stock 2021-12-22 4 F 0 436953 10.72 D 1584047 D Common Stock 2021-12-22 4 A 0 1922691 A 3506738 D Common Stock 2021-12-22 4 F 0 851754 10.72 D 2654984 D Phantom Stock 2021-12-22 4 M 0 832991 D Common Stock 832991 0 D Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash. Shares acquired upon settlement of phantom Performance Stock Units granted on March 2, 2020 . Shares acquired upon settlement of Performance Stock Units granted on March 4, 2019, March 2, 2020 and March 2, 2021. Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment. On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4. Deborah L. Steiner, Attorney-in-Fact for Daniel L. Knotts 2021-12-27