SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

 (Amendment No. 3)*

R. R. Donnelley & Sons Company

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

257867200

(CUSIP Number)

James Ruggerio

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Telephone Number (973) 701-2431

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

November 3, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [X].

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No.  257867200
1.		Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset Management, LLC
2.		Check the Appropriate Box if a Member of a Group		(a) [    ]
				(b) [    ]
3.		SEC Use Only
4.		Source of Funds (See Instructions):    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Delaware
	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		10,912,100*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		10,912,100*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		10,912,100*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    14.99%*
14.		Type of Reporting Person (See Instructions):   IA

 *See Item 5 for additional information.

CUSIP No.  257867200
1.		Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
		Chatham Asset High Yield Master Fund, Ltd.
2.		Check the Appropriate Box if a Member of a Group		(a) [    ]
				(b) [    ]
3.		SEC Use Only
4.		Source of Funds (See Instructions):    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Cayman Islands
	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		4,538,973*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		4,538,973*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		4,538,973*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    6.2%*
14.		Type of Reporting Person (See Instructions):   CO

 *See Item 5 for additional information.

CUSIP No.  257867200
1.		Names of Reporting Persons.  I.R.S. Identification Nos. of above persons (entities only):
		Anthony Melchiorre
2.		Check the Appropriate Box if a Member of a Group		(a) [    ]
				(b) [    ]
3.		SEC Use Only
4.		Source of Funds (See Instructions):    AF
5.		Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e):
		[   ]
6.		Citizenship or Place of Organization:    Delaware
	Number of		7. Sole Voting Power:		0
	Shares Beneficially		8. Shared Voting Power:		10,912,100*
	Owned by
	Each Reporting		9. Sole Dispositive Power:		0
	Person With		10. Shared Dispositive Power:		10,912,100*
11.		Aggregate Amount Beneficially Owned by Each Reporting Person:
		10,912,100*
12.		Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions):
		[   ]
13.		Percent of Class Represented by Amount in Row (11):    14.99%*
14.		Type of Reporting Person (See Instructions):   IN

 *See Item 5 for additional information.

Explanatory Note

This Amendment No. 3 (“Amendment No. 3”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of R.R. Donnelley & Sons Company (the “Issuer”). This Amendment No. 3 is being filed jointly by (i) Chatham Asset Management, LLC (“CAM”), a Delaware limited liability company and the investment manager to (a) Chatham Asset High Yield Master Fund, Ltd. (“Chatham Master Fund”), a Cayman Islands exempted company, and (b) other affiliated funds (collectively with Chatham Master Fund, the “Chatham Funds”); (ii) Chatham Master Fund; and (iii) Anthony Melchiorre, a United States Citizen. CAM, Chatham Master Fund, and Mr. Melchiorre are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.” This Amendment No. 3 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2021, as amended (the “Prior Schedule 13D”). The Prior Schedule 13D, as amended and supplemented by this Amendment No. 3 is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4.     Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented to add the following:

On November 3, 2021, the Reporting Persons delivered a letter to the Board of Directors of the Issuer, including an updated offer to purchase all of the Common Stock of the Issuer not owned by the Reporting Persons and their affiliates at a price equal to $9.00 to $9.50 per share in cash, subject to appropriate due diligence. The full text of the letter is attached hereto as Exhibit 5 and is incorporated herein by reference.

Item 7.     Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented to add the following:

    Exhibit 5: Letter to the Board of Directors, dated November 3, 2021.  

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 3, 2021

CHATHAM ASSET MANAGEMENT, LLC*

By:   /s/ Anthony Melchiorre

Name:	Anthony Melchiorre
Title:	Managing Member

CHATHAM ASSET HIGH YIELD MASTER FUND, LTD.

By: Chatham Asset Management, LLC, its Investment Manager

By:   /s/ Anthony Melchiorre

	Name:	Anthony Melchiorre
	Title:	Managing Member
/s/   Anthony Melchiorre*
Anthony Melchiorre

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention:  Intentional misstatements or omissions of fact constitute
Federal criminal violations (see 18 U.S.C. 1001).

EX-5

Exhibit 5

November 3, 2021

The Board of Directors

R.R. Donnelley & Sons Company

35 West Wacker Drive

Chicago, Illinois 60601

To the Board of Directors:

On October 12, 2021, Chatham Asset Management, LLC (together with its affiliates, “we” or “Chatham”), the largest stockholder and debtholder of R.R. Donnelley & Sons Company (“RRD” or the “Company”), submitted a non-binding proposal to acquire all of the common stock of RRD not already owned by Chatham at a price equal to $7.50 per share (the “Original Offer”). Our Original Offer not only included a highly confident letter from Jefferies Group LLC supporting our ability to finance the transaction, but also contemplated a plan to equitize and/or subordinate our debt position which would significantly deleverage the Company.

Since we submitted our Original Offer, we have expended significant time and resources trying to execute a non-disclosure agreement to begin discussions with the Company regarding our offer. We also have increased our ownership of the Company’s outstanding debt, to an aggregate of approximately $654.4 million, as further evidence of our commitment to achieving a successful and value-maximizing transaction.

Despite these efforts, the Board refused to engage with us. We now have learned, through a leaked story to the Wall Street Journal, that RRD is prepared to announce a definitive agreement with Atlas Holdings (“Atlas”) later this morning, whereby Atlas will acquire RRD’s outstanding stock for $8.50 per share. The Board’s decision to sign a definitive agreement with Atlas, that may include a substantial break-up fee, without any conversation with us regarding our Original Offer raises major concerns. We question how the Board could have undertaken a credible and fulsome strategic review process without any discussion or evaluation of our offer.

While we remain deeply troubled by the Board’s conduct to date, we remain committed to acquiring RRD and are prepared to increase our offer to $9.00 to $9.50 per share in cash if we can immediately execute a confidentiality agreement, conduct appropriate due diligence, and commence good faith negotiations with the Company.

We urge the Board to fulfill its fiduciary obligations and immediately reengage with us so that RRD stockholders can receive superior value for their shares. Short of that, we must reserve all rights to protect our investment.

Sincerely,

/s/ Anthony Melchiorre

Anthony Melchiorre

Managing Member