Daniel Leib Form 4 Donnelley Financial Solutions / Daniel Leib ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Leib Daniel

(Last) (First) (Middle)

C/O DONNELLEY FINANCIAL SOLUTIONS

35 WEST WACKER DRIVE

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Donnelley Financial Solutions, Inc. [ DFIN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/03/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	03/03/2023		F(1)		8,432	D	$41.85	559,775	D
Common Stock	03/03/2023		F(1)		6,439	D	$41.85	553,336	D
Common Stock	03/03/2023		A(2)		64,635	A	$41.85	617,971	D
Common Stock	03/03/2023		F(3)		73,802	D	$41.85	544,169	D
Common Stock	03/03/2023		A		56,151	A	(4)	600,320	D
Common Stock	03/03/2023		A		37,154	A	(5)	637,474(6)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.

2. Represents earned portions of Company granted PSUs issued in 2020 pursuant to a Rule 16b-3 plan for which performance has been determined. On March 3, 2023, the Compensation Committee determined the achievement of the performance goals for 2022 and 2020-2022, resulting in 20,730 and 43,905 earned stock units, respectively. The Compensaiton Committee had previously determined the achievement of the performance goals for 2020 and 2021, resulting in 41,611 and 60,350 earned stock units. The total earned stock units of 166,596 were delivered on March 3, 2023.

3. Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.

4. Represents earned portions of Company granted PSUs issued in 2021 and 2022 pursuant to a Rule 16b-3 plan for which performance has been determined. 25% of each of the 2021 and 2022 PSUs are subject to performance goals for 2022. On March 3, 2023, the Compensation Committee determined the achievement of the performance goals for 2022, resulting in 25,230 and 30,921 earned stock units, for the 2021 and 2022 PSUs respectively, all of which remain subject to service-based vesting until cumulative performance of the PSU goals is determined after the close of the 2023 and 2024 performance year, as applicable

5. Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs vest three equal annual installments beginning on March 3, 2024.

6. Includes 438,068 shares held directly, 85,255 restricted stock unit, and 114,151 earned performance share units with additional service-based vesting.

	Jennifer Reiners, pursuant to power of attorney	03/07/2023
	** 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 4 (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).
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