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