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Filing Details

Accession Number:: 0001181431-14-010757
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-03-04 19:00:47
Reporting Period:: 2014-02-28

Filing Date:: 2014-03-04
Accepted Time:: 2014-03-04 19:00:47
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
29669	Rr Donnelley & Sons Co	RRD	Commercial Printing (2750)	361004130

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1408602	L. Daniel Knotts	C/O Rr Donnelley 111 S. Wacker Drive Chicago IL 60606	Chief Operating Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership
Common Stock (Withholding For Tax Liability)	Disposition	2014-02-28	5,257	$19.13	376,669	No	4	F	Direct
Common Stock (Withholding For Tax Liability)	Disposition	2014-03-02	19,733	$19.13	356,936	No	4	F	Direct
Common Stock	Acquisiton	2014-03-03	63,000	$0.00	419,936	No	4	A	Direct
Common Stock	Disposition	2014-03-03	148,853	$18.70	271,083	No	4	S	Direct
Common Stock	Acquisiton	2014-03-03	35,807	$0.00	306,890	No	4	M	Direct
Common Stock (Withholding For Tax Liability)	Disposition	2014-03-03	16,812	$18.78	290,078	No	4	F	Direct
Common Stock	Acquisiton	2014-03-03	54,530	$7.09	344,608	No	4	M	Direct
Common Stock	Disposition	2014-03-03	54,530	$18.70	290,078	No	4	S	Direct
Common Stock	Acquisiton	2014-03-03	14,500	$13.23	304,578	No	4	M	Direct
Common Stock	Disposition	2014-03-03	14,500	$18.70	290,078	No	4	S	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership
No	4	F	Direct
No	4	F	Direct
No	4	A	Direct
No	4	S	Direct
No	4	M	Direct
No	4	F	Direct
No	4	M	Direct
No	4	S	Direct
No	4	M	Direct
No	4	S	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Performance Share Units	Disposition	2014-03-03	35,807	$0.00	35,807	$0.00
Common Stock	Employee Stock Option (right to buy)	Disposition	2014-03-03	54,530	$0.00	54,530	$7.09
Common Stock	Employee Stock Option (right to buy)	Disposition	2014-03-03	14,500	$0.00	14,500	$13.23

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	2013-12-31	No	4	M	Direct
0	2019-03-02	No	4	M	Direct
43,500	2022-03-01	No	4	M	Direct

Footnotes

Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3.
Company granted restricted stock units (RSUs) issued pursuant to Rule 16b-3 Plan. The RSUs vest in four equal annual installments beginning on March 2, 2015.
The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in December 2013.
The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $18.45 to $18.87 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
Each performance share unit ("PSU") represented a contingent right to receive one share of Common Stock. The PSUs were earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2011 and ending December 31, 2013. Awards could range from 50% of the PSUs if the threshold is met up to a target of 100% of the PSUs if performance meets the specified levels. The amount reported above reflects vesting of 50.088% of PSUs and all other PSUs initially granted were forfeited.
Shares were withheld as payment of a tax liability incident to vesting of performance share units issued in accordance with Rule 16b-3.
The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $18.46 to $18.88 per share. The Reporting Person undertakes to provide to the staff, the issuer or a security holder full information regarding the number of shares sold at each separate price.
Includes 86,216 shares held directly, 1,202 shares held jointly with Mr. Knott's spouse, 25 shares held jointly with Mr. Knott's son, 135 shares held through dividend reinvestment plan and 202,500 restricted stock units.
The option, representing a right to purchase a total of 218,120 shares, vests in four equal annual installments beginning on March 2, 2010.
Company granted option issued pursuant to Rule 16b-3 Plan.
The option, representing a right to purchase a total of 58,000 shares, vests in four equal annual installments beginning on March 2, 2013.