0001209191-21-071323.txt : 20211227 0001209191-21-071323.hdr.sgml : 20211227 20211227205932 ACCESSION NUMBER: 0001209191-21-071323 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200304 FILED AS OF DATE: 20211227 DATE AS OF CHANGE: 20211227 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SHARP MICHAEL J CENTRAL INDEX KEY: 0001096648 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-04694 FILM NUMBER: 211521930 MAIL ADDRESS: STREET 1: 1100 N WOOD DALE ROAD CITY: WOOD DALE STATE: IL ZIP: 60191 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: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 BUSINESS PHONE: 312.326.8000 MAIL ADDRESS: STREET 1: 35 WEST WACKER DRIVE CITY: CHICAGO STATE: IL ZIP: 60601 FORMER COMPANY: FORMER CONFORMED NAME: DONNELLEY R R & SONS CO DATE OF NAME CHANGE: 19920703 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2020-03-04 0 0000029669 RR Donnelley & Sons Co RRD 0001096648 SHARP MICHAEL J C/O R.R. DONNELLEY & SONS COMPANY 35 W. WACKER DRIVE CHICAGO IL 60601 0 1 0 0 SVP - Chief Accounting Officer Common Stock 2020-03-04 4 M 0 8035 A 22772 D Common Stock 2020-03-04 4 D 0 8035 3.87 D 14737 D Common Stock 2021-12-22 4 M 0 94295 A 119425 D Common Stock 2021-12-22 4 D 0 94295 10.85 D 25130 D Common Stock 2021-12-22 4 A 0 104897 A 130027 D Common Stock 2021-12-22 4 D 0 104897 10.85 D 25130 D Phantom Stock 2020-03-04 4 M 0 8035 D Common Stock 8035 74026 D Phantom Stock 2021-12-22 4 M 0 94295 D Common Stock 94295 0 D Each share of phantom stock is payable in shares of common stock or cash. The vested phantom stock was settled for cash. Shares acquired upon settlement of phantom Performance Stock Units granted on March 4, 2019 and March 2, 2020. Phantom stock is payable in shares of common stock or cash in three equal installments, subject to reporting person's continued employment. On December 14, 2021, the Issuer entered into an Agreement and Plan of Merger, by and among the Issuer, Chatham Delta Parent, Inc. and Chatham Delta Acquisition Sub, Inc., providing for the merger of Chatham Delta Acquisition Sub, Inc. with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Chatham Delta Parent, Inc. In connection with the Merger, to mitigate the potential impact of Section 280G and Section 4999 of the Internal Revenue Code of 1986, as amended, on the Issuer and the Reporting Person, the Board of Directors of the Issuer approved the acceleration of vesting of certain equity awards and equity-based awards, as described in this Form 4. Deborah L. Steiner, Attorney-in-Fact for Michael J. Sharp 2021-12-27