4//SEC Filing
Donnelley Financial Solutions, Inc. 4
Accession 0000899243-16-032274
$DFINCIK 0001669811operating
Filed
Oct 24, 8:00 PM ET
Accepted
Oct 25, 4:39 PM ET
Size
12.1 KB
Accession
0000899243-16-032274
Insider Transaction Report
Form 4
SOCKWELL OLIVER R
Director
Transactions
- Other
Phantom Stock
2016-10-01+6,135→ 6,135 total→ Common Stock (6,135 underlying) - Other
Restricted Stock Units
2016-10-01+13,162→ 13,162 total→ Common Stock (13,162 underlying) - Other
Common Stock
2016-10-01+48,274→ 48,274 total
Footnotes (6)
- [F1]This is a voluntary filing. The reporting person became a Director of Donnelley Financial Solutions, Inc. ("DFS") prior to the spinoff of DFS from R. R. Donnelley & Sons Company ("RRD"). The Reporting Person beneficially owned equity securities of RRD that, pursuant to the terms of the spinoff, were converted automatically into equity securities of DFS. The spinoff transaction occurred on October 1, 2016 in a transaction that is not reportable on Form 4 or Form 5. In lieu of reflecting receipt of equity securities in the spinoff on the reporting person's next Section 16 filing, the reporting person is voluntarily disclosing his ownership of equity securities of DFS. Such filing does in no way represent an admission or acknowledgement that the spinoff transaction is subject to either the reporting or liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended.
- [F2]This amount includes 3,758 shares of common stock of DFS and 44,516 restricted stock units, which are reflected as beneficially owned and reported as shares of DFS common stock. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement, dated as of September 14, 2016, by and among RRD, LSC Communications, Inc. ("LSC") and DFS, and gives effect to the distribution by RRD of 80.75% of the common stock of each LSC and DFS (collectively, the "Spinoffs"), which occurred on October 1, 2016.
- [F3]One restricted stock unit is equal to one share of DFS common stock or the closing price of one share of DFS common stock on the NYSE on the Reporting Person's last day as a director of DFS.
- [F4]These restricted stock units are reported in Table II because they may be paid by the Company in either stock or cash at its option. These restricted stock units are payable in shares of common stock or cash when the Reporting Person ceases to be a director. Such restricted stock units vested prior to the date of the Spinoffs. The number of restricted stock units was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement and such units have been converted into restricted stock units over DFS common stock to give effect to the Spinoffs.
- [F5]Each share of phantom stock is the economic equivalent of one share of DFS common stock.
- [F6]Phantom stock will be settled 100% in cash, payable annually in installments or in a lump sum, after the Reporting Person ceases to be a Director.
Documents
Issuer
Donnelley Financial Solutions, Inc.
CIK 0001669811
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001669811
Filing Metadata
- Form type
- 4
- Filed
- Oct 24, 8:00 PM ET
- Accepted
- Oct 25, 4:39 PM ET
- Size
- 12.1 KB