| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 10/01/2016 | 3. Issuer Name and Ticker or Trading Symbol LSC Communications, Inc. [ LKSD ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) 10/03/2016 | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
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| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 24,182(1) | D | |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Restricted Stock Units | (2) | (2) | Common Stock | 10,359(2) | (3) | D | |
| Explanation of Responses: |
| 1. Reporting Person is filing an amendment to her Form 3, which was filed on October 3, 2016, in order to update the number of securities beneficially owned as of the date of the event requiring the statement. This amount includes 9,027 shares of common stock of LSC Communications, Inc. ("LSC") and 15,155 restricted stock units, which are reflected as beneficially owned and reported as shares of LSC common stock. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among R. R. Donnelley & Sons Company ("RRD"), LSC, and Donnelley Financial Solutions, Inc. ("DFS"), and gives effect to the distribution by RRD of 80.75% of the common stock of each LSC and DFS (collectively, the "Spinoffs"), which occurred on October 1, 2016. |
| 2. Reporting Person is filing an amendment to her Form 3, which was filed on October 3, 2016, in order to update the number of shares underlying derivative securities as of the date of the event requiring the statement. These restricted stock units are reported in Table II because they may be paid by the Company in either stock or cash at its option. These restricted stock units are payable in shares of common stock or cash when the Reporting Person ceases to be a director. Such restricted stock units vested prior to the date of the event requiring this statement. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement and such units have been converted into restricted stock units over LSC common stock to give effect to the Spinoffs. |
| 3. One restricted stock unit is equal to one share of LSC common stock or the closing price of one share of LSC common stock on the NYSE on the Reporting Person's last day as a director of LSC. |
| Remarks: |
| Judith H. Hamilton became a Director of LSC Communications, Inc. on October 1, 2016. |
| /s/ Suzanne S. Bettman, Suzanne S. Bettman, Attorney-In-Fact for Judith H. Hamilton | 10/18/2016 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 5 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
