RR Donnelley & Sons (RRD) Form 4 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)
03/02/2021

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	03/02/2021		M		32,838	A	(1)	171,571	D
Common Stock	03/02/2021		D		32,838	D	$4.52	138,733	D
Common Stock	03/02/2021		F		18,605	D	$4.52	120,128	D
Common Stock	03/02/2021		A		51,267	A(2)	(2)	171,395	D
Common Stock	03/02/2021		F		23,576	D	$4.52	147,819	D
Common Stock	03/02/2021		A		77,271	A(3)	(3)	225,090	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)	03/02/2021		M			32,838	(4)	(4)	Common Stock	32,838	(1)	65,677	D
Phantom Stock	(5)	03/02/2021		A		60,958		(6)	(6)	Common Stock	60,598	(6)	126,635	D

Explanation of Responses:

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

2. Shares acquired upon settlement of Performance Stock Units granted on March 2, 2018

3. Company granted restricted stock units issued pursuant to a Rule 16b-3 plan. The restricted stock units are payable in shares of common stock in three equal annual installments on March 2, 2022, March 2, 2023 and March 2, 2024, subject to reporting person's continued employment.

4. Phantom stock is payable in shares of common stock or cash in three equal installments on the anniversary of grant date, subject to reporting person's continued employment.

5. Represents the economic equivalent of one share of Company common stock, which may be settled in Company common stock or cash upon vesting.

6. Phantom stock is payable in shares of common stock or cash in three equal installments on March 2, 2022, March 2, 2023 and March 2, 2024, subject to reporting person's continued employment.

Remarks:

	/s/ Deborah L. Steiner	03/04/2021
	** 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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