SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 5)*

R. R. Donnelley & Sons Company

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

257867200

(CUSIP Number)

James Ruggerio

c/o Chatham Asset Management, LLC

26 Main Street, Suite 204

Chatham, New Jersey 07928

Telephone Number (973) 701-2431

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

November 29, 2021

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box  ☒ .

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

CUSIP No. 257867200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Chatham Asset Management, LLC
2.	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions): AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 10,927,100*
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 10,927,100*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,927,100*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 14.99%*
14.	Type of Reporting Person (See Instructions): IA

* See Item 5 for additional information.

CUSIP No. 257867200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Chatham Asset High Yield Master Fund, Ltd.
2.	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions): AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of Organization: Cayman Islands
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 4,538,973*
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 4,538,973*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 4,538,973*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 6.2%*
14.	Type of Reporting Person (See Instructions): CO

* See Item 5 for additional information.

CUSIP No. 257867200

1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only): Anthony Melchiorre
2.	Check the Appropriate Box if a Member of a Group (a)  ☐        (b)  ☐
3.	SEC Use Only
4.	Source of Funds (See Instructions): AF
5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): ☐
6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With		7.	Sole Voting Power: 0
		8.	Shared Voting Power: 10,927,100*
		9.	Sole Dispositive Power: 0
		10.	Shared Dispositive Power: 10,927,100*
11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 10,927,100*
12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): ☐
13.	Percent of Class Represented by Amount in Row (11): 14.99%*
14.	Type of Reporting Person (See Instructions): IN

* See Item 5 for additional information.

Explanatory Note

This Amendment No. 5 (“Amendment No. 5”) relates to the common stock, par value $0.01 per share (the “Common Stock”), of R.R. Donnelley & Sons Company (the “Issuer”). This Amendment No. 5 is being filed jointly by (i) Chatham Asset Management, LLC (“CAM”), a Delaware limited liability company and the investment manager to (a) Chatham Asset High Yield Master Fund, Ltd. (“Chatham Master Fund”), a Cayman Islands exempted company, and (b) other affiliated funds (collectively with Chatham Master Fund, the “Chatham Funds”); (ii) Chatham Master Fund; and (iii) Anthony Melchiorre, a United States Citizen. CAM, Chatham Master Fund, and Mr. Melchiorre are each a “Reporting Person” and are collectively referred to herein as the “Reporting Persons.” This Amendment No. 5 amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on July 28, 2021, as amended (the “Prior Schedule 13D”). The Prior Schedule 13D, as amended and supplemented by this Amendment No. 5 is referred to herein as the “Schedule 13D.” Capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 4. Purpose of Transaction.

Item 4 of the Schedule 13D is hereby supplemented to add the following:

On November 29, 2021, the Reporting Persons delivered a letter (the “Revised Offer Letter”) to the Board of Directors of the Issuer, including a revised firm, fully-financed all-cash offer to acquire all of the Common Stock of the Issuer not already owned by the Reporting Persons and their affiliates at a price equal to $10.25 per share.

The foregoing description of the Revised Offer Letter does not purport to be complete and is qualified in its entirety by reference to the full text of the Revised Offer Letter, which is attached hereto as Exhibit 13, and is incorporated herein by reference.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and restated in its entirety to read as follows:

In addition to the reported shares of Common Stock, as of the most recent date of this Schedule 13D, CAM and the Chatham Funds collectively own $11,560,000 aggregate principal amount of the Issuer’s 6.000% notes due April 1, 2024 (the “2024 Notes”), $226,320,000 aggregate principal amount of the Issuer’s 6.125% Senior Notes due November 1, 2026 (the “2026 Notes”), $187,193,000 aggregate principal amount of the Issuer’s 8.250% Senior Notes due July 1, 2027 (the “2027 Notes”), $26,288,000 aggregate principal amount of the Issuer’s 6.625% Debentures due April 15, 2029 (the “2029 Debentures”), $316,741,000 aggregate principal amount of the Issuer’s 8.500% Senior Notes due April 15, 2029 (the “2029 Notes”) and $19,225,000 aggregate principal amount of the Issuer’s 8.820% Debentures due April 15, 2031 (the “2031 Debentures”). In addition, the Chatham Funds are currently party to certain credit default swap arrangements, as seller counterparties, pursuant to which the buyer counterparty is obligated to make a periodic stream of payments over the term of the contract in return for a contingent payment from the seller counterparty upon the occurrence of a credit event with respect to referenced debt securities of the Issuer.

The disclosure set forth under Item 4 of this Schedule 13D is incorporated herein by reference. Except as otherwise described in this Schedule 13D, there are no contracts, arrangements, understandings or relationships between the Reporting Persons and their affiliates and any other person, with respect to the Common Stock of the Issuer.

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby supplemented to add the following:

Exhibit 13: Revised Offer Letter to the Board of Directors, dated November 29, 2021

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

November 29, 2021
CHATHAM ASSET MANAGEMENT, LLC*
By:	/s/ Anthony Melchiorre
	Name: Anthony Melchiorre
	Title: Managing Member

CHATHAM ASSET HIGH YIELD MASTER FUND, LTD.
By: Chatham Asset Management, LLC, its Investment Manager
By:	/s/ Anthony Melchiorre
	Name: Anthony Melchiorre
	Title: Managing Member

/s/ Anthony Melchiorre*

     Anthony Melchiorre

* This reporting person disclaims beneficial ownership of these reported securities except to the extent of its pecuniary interest therein, and this report shall not be deemed an admission that any such person is the beneficial owner of these securities for purposes of Section 16 of the U.S. Securities Exchange Act of 1934, as amended, or for any other purpose.

Attention: Intentional misstatements or omissions of fact constitute

Federal criminal violations (see 18 U.S.C. 1001).

EX-99.13

Exhibit 13

November 29, 2021

The Board of Directors

R.R. Donnelley & Sons Company

35 West Wacker Drive

Chicago, Illinois 60601

Ladies and Gentlemen:

In response to the press release issued by R.R. Donnelley & Sons Company (“RRD” or the “Company”) this morning that the Company has received an offer from a strategic party to acquire RRD at a price equal to $10.00 per share as part of its “go-shop” process, Chatham Asset Management, LLC (together with its affiliates, “we” or “Chatham”), the Company’s largest stockholder and debtholder, is hereby submitting a revised firm, fully-financed all-cash offer to acquire all of the common stock of RRD not already owned by Chatham at a price equal to $10.25 per share.

Our revised offer is supported by a debt commitment letter led by Jefferies Finance LLC in an aggregate amount of up to $1.675 billion, a capital commitment letter from Chatham in an amount of up to $350 million, a rollover of all shares of common stock of RRD beneficially owned by Chatham, having a value of approximately $112 million based on our proposed purchase price of $10.25 per share, and the equitization and/or subordination into PIK instruments of up to $787.3 million of the aggregate principal amount of RRD’s outstanding notes that Chatham currently owns – which represents approximately 56.7% of RRD’s outstanding notes, including more than 50% of the Company’s 6.125% senior secured notes due November 2026. Assuming all $787.3 million of the Company’s outstanding notes are equitized or subordinated by Chatham, the Company will reduce its annual interest expense by approximately $60.4 million.

As previously proposed, our offer also includes our agreement to pay the $20 million termination fee and expense reimbursement to Atlas Holdings LLC (together with its affiliates, “Atlas”) in connection with the termination of the merger agreement with Atlas and entry into a definitive merger agreement with us.

We acknowledge that the Company has declared us an “Excluded Party” under the terms of the merger agreement with Atlas and can negotiate with us through December 9, 2021. However, we urge the Company to move more expeditiously with us to avoid payment of a higher termination fee to Atlas after such date. To this end, we reserve the right to modify this offer if the Company does not declare us a “Superior Proposal” under the Atlas merger agreement by 5:00 p.m. ET on Wednesday, December 1, 2021.

In the spirit of moving the transaction documents into final form, we will send revised drafts of our merger agreement, capital commitment letter, debt commitment letter and non-disclosure agreement that we believe resolve all remaining items raised by the Company’s counsel to date.

All other proposed terms set forth in our letter dated November 16, 2021, unless expressly revised and updated herein, remain applicable to this offer.

We look forward to your prompt response.

Sincerely,

/S/ Anthony Melchiorre

Anthony Melchiorre

Managing Member