MICHAEL J. SHARP - 04 Mar 2020 Form 4 Insider Report for RR Donnelley & Sons Co

Role
SVP - Chief Accounting Officer
Signature
Deborah L. Steiner, Attorney-in-Fact for Michael J. Sharp
Issuer symbol
N/A
Transactions as of
04 Mar 2020
Net transactions value
-$2,192,329
Form type
4
Filing time
27 Dec 2021, 19:59:32 UTC
Next filing
01 Mar 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction RRD Common Stock Options Exercise +8,035 +55% 22,772 04 Mar 2020 Direct F1
transaction RRD Common Stock Disposed to Issuer $31,095 -8,035 -35% $3.87 14,737 04 Mar 2020 Direct
transaction RRD Common Stock Options Exercise +94,295 +375% 119,425 22 Dec 2021 Direct F1
transaction RRD Common Stock Disposed to Issuer $1,023,101 -94,295 -79% $10.85 25,130 22 Dec 2021 Direct
transaction RRD Common Stock Award +104,897 +417% 130,027 22 Dec 2021 Direct F2
transaction RRD Common Stock Disposed to Issuer $1,138,132 -104,897 -81% $10.85 25,130 22 Dec 2021 Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction RRD Phantom Stock Options Exercise -8,035 -9.8% 74,026 04 Mar 2020 Common Stock 8,035 Direct F1, F3
transaction RRD Phantom Stock Options Exercise -94,295 -100% 0 22 Dec 2021 Common Stock 94,295 Direct F1, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash.
F2 Shares acquired upon settlement of phantom Performance Stock Units granted on March 4, 2019 and March 2, 2020.
F3 Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment.

Remarks:

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.