Donnelley Financial Solutions (DFIN) Form 4 Donnelley Financial Solutions / Jeffrey Jacobowitz 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^*

Jacobowitz Jeffrey

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

3. Date of Earliest Transaction (Month/Day/Year)
08/24/2023

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	08/24/2023		S		43,223	D	$47.0618(2)	3,211,644	I	See Footnote(1)
Common Stock	08/24/2023		S		179	D	$47.827(3)	3,211,465	I	See Footnote(1)
Common Stock	08/24/2023		S		4,938	D	$47.0618(2)	3,206,527	I	See Footnote(1)
Common Stock	08/24/2023		S		21	D	$47.827(3)	3,206,506	I	See Footnote(1)
Common Stock	08/25/2023		S		65,422	D	$46.9171(4)	3,141,084	I	See Footnote(1)
Common Stock	08/25/2023		S		7,474	D	$46.9171(4)	3,133,610	I	See Footnote(1)
Common Stock	08/28/2023		S		80,608	D	$47.3268(5)	3,053,002	I	See Footnote(1)
Common Stock	08/28/2023		S		14,744	D	$47.3268(5)	3,038,258	I	See Footnote(1)
Common Stock								46,302(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. The reported securities are directly owned by either Simcoe Partners, L.P. ("Simcoe Partners"), Simcoe Select, L.P. ("Simcoe Select") or SDR Partners, LLC ("SDR Partners"). The reported securities may be deemed indirectly beneficially owned by Jeffrey Jacobowitz as Managing Member of Simcoe Management Company, LLC, which serves as general partner of Simcoe Partners and Simcoe Select, and Simcoe Capital Management, LLC, which serves as investment manager to each of Simcoe Partners, Simcoe Select and SDR Partners. Mr. Jacobowitz disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein, and this report shall not be deemed an admission that Mr. Jacobowitz is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $46.75 to $47.74 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.

3. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $47.81 to $47.88 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.

4. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $46.50 to $47.31 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.

5. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $47.08 to $47.79 per share. The Reporting Person undertakes to provide to the Staff, the Issuer or a security holder full information regarding the number of shares sold at each separate price.

6. Includes 36,088 shares held directly and 10,214 restricted stock units.

	/s/ Jeffrey Jacobowitz	08/28/2023
	** 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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