Deborah L Steiner Form 4/A RR Donnelley & Sons / Deborah L Steiner 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^*

Steiner Deborah L

(Last) (First) (Middle)

C/O R.R. DONNELLEY & SONS COMPANY

35 W. WACKER DRIVE

(Street)

CHICAGO IL 60601

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RR Donnelley & Sons Co [ RRD ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CAO & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)
12/27/2021

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	03/04/2020		M		24,869	A	(1)	163,602	D
Common Stock	03/04/2020		D		24,869	D	$3.87	138,733	D
Common Stock	12/22/2021		M		151,504	A	(1)	376,594	D
Common Stock	12/22/2021		D		151,504	D	$10.85	225,090	D
Common Stock	12/22/2021		A		192,953	A	(2)	418,043	D
Common Stock	12/22/2021		D		192,953	D	$10.85	225,090	D
Common Stock	12/22/2021		F		56,208	D	$10.72	168,882	D
Common Stock	12/22/2021		A		188,886	A	(3)	357,768	D
Common Stock	12/22/2021		F		83,678	D	$10.72	274,090	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
Phantom Stock	(1)	03/04/2020		M			24,869	(4)	(4)	Common Stock	24,869	(1)	148,253	D
Phantom Stock	(1)	12/22/2021		M			151,504	(4)	(4)	Common Stock	151,504	(1)	0	D

Explanation of Responses:

1. Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash.

2. Shares acquired upon settlement of phantom Performance Stock Units granted on March 4, 2019 and March 2, 2020.

3. Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021.

4. 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. This amendment is being filed to report an additional 21,976 shares withheld in the connection with the vesting of Phantom Stock granted on March 4, 2020.

	Deborah L. Steiner	02/28/2022
	** Signature of Reporting Person	Date
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