SEC FORM 4

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).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Johnson Eric J

(Last)

(First)

(Middle)

C/O DONNELLEY FINANCIAL SOLUTIONS

35 WEST WACKER DRIVE

(Street)

CHICAGO

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President, GIC

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2024

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	03/04/2024		A⁽¹⁾		17,348	A	$65.53	151,197	D
Common Stock	03/04/2024		F⁽²⁾		15,970	D	$65.53	135,227	D
Common Stock	03/04/2024		A		11,194	A	⁽³⁾	146,421	D
Common Stock	03/04/2024		A		9,604	A	⁽⁴⁾	156,025⁽⁵⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents earned portions of Company granted PSUs issued in 2021 pursuant to a Rule 16b-3 plan for which performance has been determined. On March 4, 2024, the Compensation Committee determined the achievement of the performance goals for 2023 and 2021-2023, resulting in 6,507 and 10,841 earned stock units, respectively. The Compensation Committee had previously determined the achievement of the performance goals for 2021 and 2022, resulting in 13,500 and 5,873 earned stock units. The total earned stock units of 36,721 were delivered on March 4, 2024.

2. Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.

3. Represents earned portions of Company granted PSUs issued in 2022 and 2023 pursuant to a Rule 16b-3 plan for which performance has been determined. 25% of each of the 2022 and 2023 PSUs are subject to performance goals for 2023. On March 4, 2024, the Compensation Committee determined the achievement of the performance goals for 2023, resulting in 3,516 and 7,678 earned stock units, for the 2022 and 2023 PSUs respectively, all of which remain subject to service-based vesting until cumulative performance of the PSU goals is determined after the close of the 2024 and 2025 performance year, as applicable.

4. Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs vest three equal annual installments beginning on March 4, 2025.

5. Includes 117,934 shares held directly, 20,022 restricted stock units, and 18,069 earned performance share units with additional service-based vesting.

	William Zola, pursuant to power of attorney	03/06/2024
	** Signature of Reporting Person	Date
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