0001181431-14-015160.txt : 20140402 0001181431-14-015160.hdr.sgml : 20140402 20140402170804 ACCESSION NUMBER: 0001181431-14-015160 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20140402 ITEM INFORMATION: Temporary Suspension of Trading Under Registrant's Employee Benefit Plans ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20140402 DATE AS OF CHANGE: 20140402 FILER: 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 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 14739071 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 8-K 1 rrd406949.htm Prepared By R.R. Donnelley Financial -- Form 8-K
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 8-K
 
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported):  04/02/2014
 
R. R. DONNELLEY & SONS COMPANY
(Exact name of registrant as specified in its charter)
 
Commission File Number:  1-4694
 
DE
  
361004130
(State or other jurisdiction of
  
(IRS Employer
incorporation)
  
Identification No.)
 
111 S. Wacker Dr., Chicago, IL 60606
(Address of principal executive offices, including zip code)
 
312-326-8000
(Registrant’s telephone number, including area code)
 
(Former name or former address, if changed since last report)
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 

 
Item 5.04.    Temporary Suspension of Trading Under Registrant's Employee Benefit Plans
 
On April 2, 2014, R.R. Donnelley & Sons Company (the "Company") received from the administrator for the RR Donnelley Savings Plan (the "Plan") notice pursuant to Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974 that, as a result of a change in the recordkeepers for the Plan, there is a blackout period that began on March 27, 2014, and will end the week of April 7, 2014 (the "Blackout Period"), during which participants in the Plan are temporarily unable to direct or diversify investments in their individual accounts, including accounts that hold common stock of the Company, to obtain a loan or distribution from the Plan, to obtain a hardship withdrawal from the Plan or to make contribution election changes. During the Blackout Period and for a period of two years thereafter, security holders and other interested persons may obtain, without charge, information regarding the Blackout Period, including the actual ending date of the Blackout Period, by contacting Brian Muszynski, the Company's Director, Retirement Plans, at (312) 326-8965.

As a result of the foregoing, on April 2, 2014, the Company sent a notice to its directors and executive officers informing them that a blackout period with respect to directors and executive officers is in effect beginning March 27, 2014 and ending the week of April 7, 2014, during which period they are prohibited from engaging in any transactions in equity securities of the Company (the "Notice"), subject to certain exceptions described in the Notice and contemplated by the Securities and Exchange Commission's Regulation BTR ("Regulation BTR").

The Notice was provided to the Company's directors and executive officers. A copy of the Notice is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated by reference herein.

 
 
Item 9.01.    Financial Statements and Exhibits
 
99.1        Notice to Directors and Executive Officers
 

 

SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
           
R. R. DONNELLEY & SONS COMPANY
 
 
Date: April 02, 2014
     
By:
 
/s/    Suzanne S. Bettman
               
Suzanne S. Bettman
               
Executive Vice President, General Counsel and Secretary
 
 

 

EXHIBIT INDEX
 
Exhibit No.
  
Description
EX-99.1
  
Notice to Directors and Executive Officers
EX-99 2 rrd406949_40572.htm NOTICE TO DIRECTORS AND EXECUTIVE OFFICERS Important Notice To Directors and Executive Officers of

Important Notice To Directors and Executive Officers of
R. R. Donnelley & Sons Company
Concerning the Blackout Period Under the 401(k) Plan

As you know, the RR Donnelley Savings Plan (the "401(k) Plan") is changing recordkeepers effective April 1, 2014. In connection with this change, our current and former employees who participate in the 401(k) Plan are temporarily unable to exercise certain rights, including the right to:

    • direct or diversify investments in their 401(k) Plan accounts (including transfers into or out of the Donnelley Stock Fund or the TRASOP Fund),
    • receive distributions from the 401(k) Plan, or
    • obtain 401(k) Plan loans.

This short-term period during which participants in the 401(k) Plan are unable to exercise these rights qualifies as a "blackout period" under the Sarbanes-Oxley Act, and therefore requires us also to prohibit RR Donnelley's directors and executive officers from trading in RR Donnelley common stock during this period.

The blackout period for the 401(k) Plan began on March 27, 2014 and is expected to end during the week of April 7, 2014. During this period, you can determine whether the blackout period has ended by contacting Brian Muszynski, Director, Retirement Plans at RR Donnelley, 111 South Wacker Drive, 36th floor, Chicago, IL 60606-4301, phone (312) 326-8965.

As you know, you are subject to RR Donnelley's Insider Trading and Window Period Policy that requires you to pre-clear any proposed transaction with the General Counsel. Nevertheless, we are required to inform you that during the blackout period you are not permitted to purchase, sell or otherwise acquire or transfer, directly or indirectly, any shares of RR Donnelley common stock. For example, you are prohibited from:

    • transferring your own 401(k) Plan account into or out of RR Donnelley shares,
    • buying or selling shares of RR Donnelley common stock on the open market, and
    • exercising RR Donnelley stock options.

This trading prohibition does not apply to certain exempt transactions, such as purchases under our Employee Stock Purchase Plan, previously-elected salary deferral contributions into the 401(k) Plan and purchases under our dividend reinvestment plan. Although you are permitted to engage in transactions involving equity securities that were not acquired in connection with your services as a director or executive officer, there is a presumption that any such transactions are prohibited unless you can identify the source of the shares and show that you used the same identification for all related purposes, such as tax reporting and disclosure requirements.

Any profit realized by a director or executive officer from any non-exempt transaction involving RR Donnelley common stock during the blackout period is recoverable by RR Donnelley. Accordingly, we strongly urge you to refrain from making any trades in RR Donnelley common stock during the blackout period.

If you have any questions concerning this notice or whether certain transactions are subject to this prohibition, you should contact Sue Bettman at sue.bettman@rrd.com or (312) 326-8233.