SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person*
Gorski Jeffrey G

(Last) (First) (Middle)
C/O R. R. DONNELLEY & SONS COMPANY
35 WEST WACKER DRIVE

(Street)
CHICAGO IL 60601

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/01/2016
3. Issuer Name and Ticker or Trading Symbol
RR Donnelley & Sons Co [ RRD ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
See Remarks
5. If Amendment, Date of Original Filed (Month/Day/Year)
10/03/2016
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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock 7(1) D
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Options to acquire Common Stock (2) 03/02/2022 Common Stock 250(3) $21.48(3) D
Explanation of Responses:
1. Reflects one for three reverse stock split that was effective on October 1, 2016.
2. The options to acquire common stock have vested in whole and are exercisable immediately.
3. Reporting Person is filing an amendment to his Form 3, which was filed on October 3, 2016, in order to update the number of securities beneficially owned as of the date of the event requiring the statement. This amount reflects 250 options over R. R. Donnelley & Sons Company ("RRD") common stock. The number of options over RRD common stock was adjusted (a) to give effect to the reverse stock split described in note 1 above, and (b) to give effect to the distribution by RRD of 80.75% of the common stock of LSC Communications, Inc. ("LSC") and Donnelley Financial Solutions, Inc. ("DFS"), which occurred on October 1, 2016 (collectively, the "Spinoffs"). The number of options over RRD common stock was determined pursuant to, with respect to the Spinoffs, an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among RRD, LSC and DFS, and with respect to the reverse stock split, pursuant to the RRD 2012 Performance Incentive Plan.
Remarks:
Controller and Chief Accounting Officer Jeffrey G. Gorski became Controller and Chief Accounting Officer of R. R. Donnelley & Sons Company on October 1, 2016.
/s/ Deborah L. Steiner, Deborah L. Steiner, Attorney-In-Fact for Jeffrey G. Gorski 10/18/2016
** 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 5 (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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