0001181431-12-014884.txt : 20120306 0001181431-12-014884.hdr.sgml : 20120306 20120306181729 ACCESSION NUMBER: 0001181431-12-014884 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: PALOIAN JOHN CENTRAL INDEX KEY: 0001286027 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 12671914 MAIL ADDRESS: STREET 1: 77 WEST WACKER DR. CITY: CHICAGO STATE: IL ZIP: 60601 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 rrd337503.xml PALOIAN FORM 4 X0304 4 2012-03-02 0 0000029669 RR Donnelley & Sons Co RRD 0001286027 PALOIAN JOHN 111 SOUTH WACKER DRIVE CHICAGO IL 60606 0 1 0 0 Chief Operating Officer Common Stock (withholding for tax liability) 2012-03-02 4 F 0 23964 13.23 D 219181 D Common Stock 2012-03-02 4 A 0 78000 A 297181 D Common Stock 2012-03-02 4 M 0 88087 7.09 A 385268 D Common Stock 2012-03-02 4 S 0 88087 13.29 D 297181 D Common Stock 2012-03-05 4 S 0 14205 13.02 D 282956 D Common Stock 1618 I By 401(k) Performance Share Unit 2012-03-02 4 A 0 43000 A 2014-12-31 Common Stock 43000 43000 D Employee Stock Option (right to buy) 13.23 2012-03-02 4 A 0 67000 A 2022-03-01 Common Stock 67000 67000 D Employee Stock Option (right to buy) 7.09 2012-03-02 4 M 0 88087 D 2019-03-02 Common Stock 88087 88087 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 $13.21 to $13.59 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 $13.14 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 51,463 shares held directly, 2,957 shares held through dividend reinvestment plan and 228,536 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 352,348, vests in four equal annual installments beginning on March 2, 2010. Jennifer Reiners, pursuant to power of attorney 2012-03-06