Sec Form 4 Filing - Knotts Daniel L. @ RR Donnelley & Sons Co - 2012-03-02

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Knotts Daniel L. 2. Issuer Name and Ticker or Trading Symbol RR Donnelley & Sons Co [ RRD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Group President (Last) (First) (Middle) C/O RR DONNELLEY, 111 S. WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 03/02/2012 (Street) CHICAGO, IL60606 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (withholding for tax liability) 03/02/2012 F( 1 ) 14,251 D $ 13.23 281,643 D Common Stock 03/02/2012 A 74,000 A 355,643 D Common Stock 03/02/2012 M 109,060 A $ 7.09 464,703 D Common Stock 03/02/2012 S( 3 ) 109,060 D $ 13.29 ( 4 ) 355,643 D Common Stock 03/05/2012 S( 3 ) 12,853 D $ 13.02 ( 5 ) 342,790 ( 6 ) D Common Stock 25 I By Son

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) 6. Date Exercisable and Expiration Date (MM/DD/YY) 7. Title and Amount of Underlying Securities (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Performance Share Unit ( 7 ) 03/02/2012 A 38,000 ( 7 ) 12/31/2014 Common Stock 38,000 ( 8 ) 38,000 D Employee Stock Option (right to buy) $ 13.236 03/02/2012 A 58,000 ( 9 ) 03/01/2022 Common Stock 58,000 ( 10 ) 58,000 D Employee Stock Option (right to buy) $ 7.09 03/05/2012 M 109,060 ( 11 ) 03/02/2019 Common Stock 109,060 ( 10 ) 54,530 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Knotts Daniel L. C/O RR DONNELLEY 111 S. WACKER DRIVE CHICAGO, IL60606 Group President Signatures Jennifer Reiners, pursuant to power of attorney 03/06/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Shares were withheld as payment of a tax liability incident to vesting of restricted stock units issued in accordance with Rule 16b-3. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )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. ( 6 )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. ( 7 )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. ( 8 )Company granted performance share units issued pursuant to Rule 16b-3 Plan. ( 9 )The option vests in four equal annual installments beginning on March 2, 2013. ( 10 )Company granted option issued pursuant to Rule 16b-3 Plan. ( 11 )The option, representing a right to purchase a total of 218,120, vests in four equal annual installments beginning on March 2, 2010.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).

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