Filing Details
- Accession Number:
- 0001181431-12-014883
- Form Type:
- 4
- Zero Holdings:
- No
- Publication Time:
- 2012-03-06 18:17:03
- Reporting Period:
- 2012-03-02
- Filing Date:
- 2012-03-06
- Accepted Time:
- 2012-03-06 18:17:03
- 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 | Group President | No | Yes | No | No |
Reported Non-Derivative Transactions
| Sec. Name | Acquisiton - Disposition | Date | Amount | Price | Remaning Holdings | Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock (Withholding For Tax Liability) | Disposition | 2012-03-02 | 14,251 | $13.23 | 281,643 | No | 4 | F | Direct | |
| Common Stock | Acquisiton | 2012-03-02 | 74,000 | $0.00 | 355,643 | No | 4 | A | Direct | |
| Common Stock | Acquisiton | 2012-03-02 | 109,060 | $7.09 | 464,703 | No | 4 | M | Direct | |
| Common Stock | Disposition | 2012-03-02 | 109,060 | $13.29 | 355,643 | No | 4 | S | Direct | |
| Common Stock | Disposition | 2012-03-05 | 12,853 | $13.02 | 342,790 | No | 4 | S | Direct |
| Equity Swap Involved | Form Type | Code | Nature of Ownership | Explanation |
|---|---|---|---|---|
| No | 4 | F | Direct | |
| No | 4 | A | Direct | |
| No | 4 | M | Direct | |
| No | 4 | S | Direct | |
| No | 4 | S | Direct |
Reported Derivative Transactions
| Sec. Name | Sec. Type | Acquisiton - Disposition | Date | Amount | Price | Amount - 2 | Price - 2 |
|---|---|---|---|---|---|---|---|
| Common Stock | Performance Share Unit | Acquisiton | 2012-03-02 | 38,000 | $0.00 | 38,000 | $0.00 |
| Common Stock | Employee Stock Option (right to buy) | Acquisiton | 2012-03-02 | 58,000 | $0.00 | 58,000 | $13.24 |
| Common Stock | Employee Stock Option (right to buy) | Disposition | 2012-03-05 | 109,060 | $0.00 | 109,060 | $7.09 |
| Remaning Holdings | Exercise Date | Expiration Date | Equity Swap Involved | Transaction Form Type | Transaction Code | Nature of Ownership |
|---|---|---|---|---|---|---|
| 38,000 | 2014-12-31 | No | 4 | A | Direct | |
| 58,000 | 2022-03-01 | No | 4 | A | Direct | |
| 54,530 | 2019-03-02 | No | 4 | M | Direct |
Reported Non-Derivative Holdings
| Sec. Name | Remaning Holdings | Nature of Ownership | Explanation |
|---|---|---|---|
| Common Stock | 25 | Indirect | By Son |
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, 2013.
- The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person in December 2011.
- The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $13.20 to $13.62 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.
- The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $12.92 to $13.13 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 146,823 shares held directly, 1,202 shares held jointly with Mr. Knott's spouse, 135 shares held through dividend reinvestment plan and 194,630 restricted stock units.
- Each performance share unit ("PSU") represents a contingent right to receive one share of Common Stock. The PSUs are earned by acheiving a target level of performance measured against calculated cash flow targets during a three-year performance period beginning January 1, 2012 and ending December 31, 2014. Awards can 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 the target amount of PSUs.
- Company granted performance share units issued pursuant to Rule 16b-3 Plan.
- The option vests in four equal annual installments beginning on March 2, 2013.
- Company granted option issued pursuant to Rule 16b-3 Plan.
- The option, representing a right to purchase a total of 218,120, vests in four equal annual installments beginning on March 2, 2010.
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