0001209191-22-013830.txt : 20220301 0001209191-22-013830.hdr.sgml : 20220301 20220301060518 ACCESSION NUMBER: 0001209191-22-013830 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220225 FILED AS OF DATE: 20220301 DATE AS OF CHANGE: 20220301 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: 22693698 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 2022-02-25 1 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 2022-02-25 4 D 0 25337 10.85 D 0 D Common Stock 2022-02-25 4 A 0 65817 A 65817 D Common Stock 2022-02-25 4 D 0 65817 10.85 D 0 D On February 25, 2022, R. R. Donnelley & Sons Company (the "Company") was acquired by Chatham Delta Parent, Inc. ("Parent") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of December 14, 2021, by and among the Company, Parent, and Warrior Chatham Delta Acquisition Sub, Inc., a wholly owned subsidiary of Chatham (the "Merger"). Pursuant to the Merger Agreement, at the effective time of the Merger (the "Effective Time"), each outstanding share of Company common stock converted into the right to receive $10.85 per share in cash without interest (the "Merger Consideration"). Shares acquired upon settlement of Performance Stock Units granted on March 2, 2020 and March 2, 2021. Pursuant to the Merger Agreement, at the Effective Time, each outstanding performance stock unit or phantom restricted stock unit was automatically cancelled and converted into the right to receive an amount in cash, without interest, equal to the product of (i) the number of shares of Company Common Stock underlying such Company PSU attributable to the percentage of the Company PSUs that vested as of immediately prior to the Effective Time (with vesting determined based on the attainment of the applicable performance metrics at the greater of target and actual level of performance for any awards in respect of which the performance period was not expired as of the Effective Time and based on actual level of performance for any awards in respect of which the performance period was expired prior to the Effective Time, in each case, as determined in good faith consistent with past practice by the Board or a committee thereof) multiplied by (ii) the Merger Consideration. Deborah L. Steiner, attorney-in-fact 2022-03-01