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