8-A12B/A

R. R. DONNELLEY & SONS COMPANY

Date: May 18, 2021

/s/ Deborah L. Steiner

Deborah L. Steiner

Executive Vice President, General Counsel

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-A/A

(Amendment No. 3)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

R. R. DONNELLEY & SONS COMPANY

(Exact name of registrant as specified in its charter)


Delaware		36-1004130
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

35 West Wacker Drive, Chicago, Illinois		60601
(Address of principal executive offices)		(Zip Code)

Securities to be registered pursuant to Section 12(b) of the Act:

Title of each class

to be so registered

Name of each exchange on which

each class is to be registered

Preferred Stock Purchase Rights

New York Stock Exchange LLC

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box. ☒

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box. ☐

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box. ☐

Securities Act registration statement or Regulation A offering statement file number to which this form relates:

Not applicable

Securities to be registered pursuant to Section 12(g) of the Act:

None

(Title of class)

EXPLANATORY NOTE

This Amendment No. 3 on Form 8-A/A amends and supplements the registrant’s Registration Statement on Form 8-A (the “Original 8-A”) filed with the Securities and Exchange Commission (the “SEC”) on August 28, 2019, as amended by Amendment No. 1 to the Original 8-A (the “Initial 8-A Amendment”) filed with the SEC on August 29, 2019 and Amendment No. 2 to the Original 8-A (the “Second 8-A Amendment”) filed with the SEC on August 18, 2020, relating to the rights (the “Rights”) under the Rights Agreement, dated as of August 28, 2019, between the registrant and Computershare Trust Company, N.A.

Item 1. Description of Registrant’s Securities to be Registered.

On May 17, 2021, the Board of Directors of R. R. Donnelley & Sons Company, a Delaware corporation (the “Company” ), approved, and the Company and Computershare Trust Company, N.A. (the “Rights Agent” ) entered into, the Second Amendment to Rights Agreement, dated as of May 17, 2021 (the “Amendment” ). The Amendment amends the Rights Agreement, dated as of August 28, 2019 (the “Initial Rights Agreement”), between the Company and the Rights Agent, as amended by the First Amendment to Rights Agreement, dated as of August 17, 2020 (the “First Amendment”), between the Company and the Rights Agent (the Initial Rights Agreement, as amended by the First Amendment and the Amendment, the “Rights Agreement”).

The Amendment raises from 10% to 15% the level of beneficial ownership of the Company’s Common Stock, par value $0.01 per share (the “Common Stock”), the acquisition of which by a person or group of affiliated or associated persons (other than an “Ordinary Course Institutional Investor,” as defined in the Rights Agreement) results in such person or group being an “Acquiring Person” (as defined in the Rights Agreement). Any person or group of affiliated or associated persons who, as of the time of the first public announcement of the Rights Agreement on August 28, 2019, beneficially owned 15% (or 20% in the case of an Ordinary Course Institutional Investor) or more of the outstanding shares of Common Stock (an “Exempt Person”) will not be deemed an Acquiring Person, but only for so long as such person, together with all affiliates and associates of such person, does not become the beneficial owner of any additional shares of Common Stock while such person is an Exempt Person.

Subject to the foregoing, Item 1 of the Initial 8-A Amendment and Item 1 of the Second 8-A Amendment are incorporated by reference herein.

Each of the Initial Rights Agreement, included as Exhibit 3 hereto, the First Amendment, included as Exhibit 4 hereto, and the Amendment, included as Exhibit 5 hereto, is incorporated by reference herein. The summary description in this Item 1 of the Rights and the Initial Rights Agreement as amended by the First Amendment and the Amendment does not purport to be complete and is qualified in its entirety by reference to such exhibits.

Item 2. Exhibits.


Exhibit No.		Description of Exhibit

1		Restatement of Certificate of Incorporation of R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2019, filed October 30, 2019).

2		Amended and Restated By-Laws of R. R. Donnelley & Sons Company (incorporated by reference to Exhibit 3.4 to the Company’s Current Report on 8-K filed October 3, 2016).

3		Rights Agreement, dated as of August 28, 2019, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K/A filed August 29, 2019).

4		First Amendment to Rights Agreement, dated as of August 17, 2020, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed August 18, 2020).

5		Second Amendment to Rights Agreement, dated as of May 17, 2021, between R. R. Donnelley & Sons Company and Computershare Trust Company, N.A., as rights agent.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.