0000899243-16-032274.txt : 20161025 0000899243-16-032274.hdr.sgml : 20161025 20161025163950 ACCESSION NUMBER: 0000899243-16-032274 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161001 FILED AS OF DATE: 20161025 DATE AS OF CHANGE: 20161025 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Donnelley Financial Solutions, Inc. CENTRAL INDEX KEY: 0001669811 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 344829638 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 844-866-4337 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOCKWELL OLIVER R CENTRAL INDEX KEY: 0001187703 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37728 FILM NUMBER: 161950782 MAIL ADDRESS: STREET 1: C/O MONICA FOHRMAN CORPORATE SEC STREET 2: 77 WEST WACKER DR CITY: CHICAGO STATE: IL ZIP: 60601 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2016-10-01 0 0001669811 Donnelley Financial Solutions, Inc. DFIN 0001187703 SOCKWELL OLIVER R C/O DONNELLEY FINANCIAL SOLUTIONS, INC. 35 WEST WACKER DRIVE CHICAGO IL 60601 1 0 0 0 Common Stock 2016-10-01 4 J 0 48274 0.00 A 48274 D Restricted Stock Units 2016-10-01 5 J 0 E 13162 A Common Stock 13162 13162 D Phantom Stock 2016-10-01 5 J 0 E 6135 0.00 A Common Stock 6135 6135 D This is a voluntary filing. The reporting person became a Director of Donnelley Financial Solutions, Inc. ("DFS") prior to the spinoff of DFS from R. R. Donnelley & Sons Company ("RRD"). The Reporting Person beneficially owned equity securities of RRD that, pursuant to the terms of the spinoff, were converted automatically into equity securities of DFS. The spinoff transaction occurred on October 1, 2016 in a transaction that is not reportable on Form 4 or Form 5. In lieu of reflecting receipt of equity securities in the spinoff on the reporting person's next Section 16 filing, the reporting person is voluntarily disclosing his ownership of equity securities of DFS. Such filing does in no way represent an admission or acknowledgement that the spinoff transaction is subject to either the reporting or liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended. This amount includes 3,758 shares of common stock of DFS and 44,516 restricted stock units, which are reflected as beneficially owned and reported as shares of DFS 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 RRD, LSC Communications, Inc. ("LSC") and 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. One restricted stock unit is equal to one share of DFS common stock or the closing price of one share of DFS common stock on the NYSE on the Reporting Person's last day as a director of DFS. 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 Spinoffs. 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 DFS common stock to give effect to the Spinoffs. Each share of phantom stock is the economic equivalent of one share of DFS common stock. Phantom stock will be settled 100% in cash, payable annually in installments or in a lump sum, after the Reporting Person ceases to be a Director. /s/ Jennifer B. Reiners, Jennifer B. Reiners, Attorney-in-Fact for Oliver R. Sockwell 2016-10-24