0001181431-12-014883.txt : 20120306 0001181431-12-014883.hdr.sgml : 20120306 20120306181703 ACCESSION NUMBER: 0001181431-12-014883 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120302 FILED AS OF DATE: 20120306 DATE AS OF CHANGE: 20120306 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knotts Daniel L. CENTRAL INDEX KEY: 0001408602 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 12671912 MAIL ADDRESS: STREET 1: C/O RR DONNELLEY STREET 2: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: RR Donnelley & Sons Co CENTRAL INDEX KEY: 0000029669 STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750] IRS NUMBER: 361004130 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 BUSINESS PHONE: 3123268000 MAIL ADDRESS: STREET 1: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 4 1 rrd337526.xml KNOTTS FORM 4 X0304 4 2012-03-02 0 0000029669 RR Donnelley & Sons Co RRD 0001408602 Knotts Daniel L. C/O RR DONNELLEY 111 S. WACKER DRIVE CHICAGO IL 60606 0 1 0 0 Group President Common Stock (withholding for tax liability) 2012-03-02 4 F 0 14251 13.23 D 281643 D Common Stock 2012-03-02 4 A 0 74000 A 355643 D Common Stock 2012-03-02 4 M 0 109060 7.09 A 464703 D Common Stock 2012-03-02 4 S 0 109060 13.29 D 355643 D Common Stock 2012-03-05 4 S 0 12853 13.02 D 342790 D Common Stock 25 I By Son Performance Share Unit 2012-03-02 4 A 0 38000 A 2014-12-31 Common Stock 38000 38000 D Employee Stock Option (right to buy) 13.236 2012-03-02 4 A 0 58000 A 2022-03-01 Common Stock 58000 58000 D Employee Stock Option (right to buy) 7.09 2012-03-05 4 M 0 109060 D 2019-03-02 Common Stock 109060 54530 D Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3. Company granted restricted stock units (RSUs) issued pursuant to Rule 16b-3 Plan. The RSUs vest in four equal annual installments beginning on March 2, 2013. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in December 2011. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $13.20 to $13.62 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $12.92 to $13.13 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price. Includes 146,823 shares held directly, 1,202 shares held jointly with Mr. Knott's spouse, 135 shares held through dividend reinvestment plan and 194,630 restricted stock units. Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock. The PSUs are earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2012 and ending December 31, 2014. Awards can range from 50% of the PSUs if the threshold is met up to a target of 100% of the PSUs if performance meets the specified levels. The amount reported above reflects the target amount of PSUs. Company granted performance share units issued pursuant to Rule 16b-3 Plan. The option vests in four equal annual installments beginning on March 2, 2013. Company granted option issued pursuant to Rule 16b-3 Plan. The option, representing a right to purchase a total of 218,120, vests in four equal annual installments beginning on March 2, 2010. Jennifer Reiners, pursuant to power of attorney 2012-03-06