0001181431-14-010757.txt : 20140304 0001181431-14-010757.hdr.sgml : 20140304 20140304190047 ACCESSION NUMBER: 0001181431-14-010757 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140228 FILED AS OF DATE: 20140304 DATE AS OF CHANGE: 20140304 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 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: 14666787 MAIL ADDRESS: STREET 1: C/O RR DONNELLEY STREET 2: 111 SOUTH WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60606 4 1 rrd404281.xml KNOTTS FORM 4 X0306 4 2014-02-28 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 Chief Operating Officer Common Stock (withholding for tax liability) 2014-02-28 4 F 0 5257 19.13 D 376669 D Common Stock (withholding for tax liability) 2014-03-02 4 F 0 19733 19.13 D 356936 D Common Stock 2014-03-03 4 A 0 63000 A 419936 D Common Stock 2014-03-03 4 S 0 148853 18.70 D 271083 D Common Stock 2014-03-03 4 M 0 35807 A 306890 D Common Stock (withholding for tax liability) 2014-03-03 4 F 0 16812 18.78 D 290078 D Common Stock 2014-03-03 4 M 0 54530 7.09 A 344608 D Common Stock 2014-03-03 4 S 0 54530 18.70 D 290078 D Common Stock 2014-03-03 4 M 0 14500 13.23 A 304578 D Common Stock 2014-03-03 4 S 0 14500 18.70 D 290078 D Performance Share Units 2014-03-03 4 M 0 35807 D 2013-12-31 Common Stock 35807 0 D Employee Stock Option (right to buy) 7.09 2014-03-03 4 M 0 54530 D 2019-03-02 Common Stock 54530 0 D Employee Stock Option (right to buy) 13.23 2014-03-03 4 M 0 14500 D 2022-03-01 Common Stock 14500 43500 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, 2015. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in December 2013. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $18.45 to $18.87 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. Each performance share unit ("PSU") represented a contingent right to receive one share of Common Stock. The PSUs were earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2011 and ending December 31, 2013. Awards could 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 vesting of 50.088% of PSUs and all other PSUs initially granted were forfeited. Shares were withheld as payment of a tax liability incident to vesting of performance share units issued in accordance with Rule 16b-3. The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $18.46 to $18.88 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 86,216 shares held directly, 1,202 shares held jointly with Mr. Knott's spouse, 25 shares held jointly with Mr. Knott's son, 135 shares held through dividend reinvestment plan and 202,500 restricted stock units. The option, representing a right to purchase a total of 218,120 shares, vests in four equal annual installments beginning on March 2, 2010. Company granted option issued pursuant to Rule 16b-3 Plan. The option, representing a right to purchase a total of 58,000 shares, vests in four equal annual installments beginning on March 2, 2013. Jennifer Reiners, pursuant to power of attorney 2014-03-04