Sec Form 4 Filing - SOCKWELL OLIVER R @ Donnelley Financial Solutions, Inc. - 2016-10-01

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 SOCKWELL OLIVER R 2. Issuer Name and Ticker or Trading Symbol Donnelley Financial Solutions, Inc. [ DFIN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O DONNELLEY FINANCIAL SOLUTIONS, INC., 35 WEST WACKER DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 10/01/2016 (Street) CHICAGO, IL60601 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 ( 1 ) 10/01/2016( 1 ) J( 1 ) 48,274 ( 2 ) A $ 0 48,274 ( 2 ) D

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 Restricted Stock Units ( 1 ) ( 3 ) 10/01/2016( 1 ) J( 1 ) V 13,162 ( 4 ) ( 4 ) Common Stock 13,162 ( 3 ) 13,162 D Phantom Stock ( 1 ) ( 5 ) 10/01/2016( 1 ) J( 1 ) V 6,135 ( 6 ) ( 6 ) Common Stock 6,135 $ 0 6,135 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SOCKWELL OLIVER R C/O DONNELLEY FINANCIAL SOLUTIONS, INC. 35 WEST WACKER DRIVE CHICAGO, IL60601 X Signatures /s/ Jennifer B. Reiners, Jennifer B. Reiners, Attorney-in-Fact for Oliver R. Sockwell 10/24/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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. ( 2 )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. ( 3 )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. ( 4 )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. ( 5 )Each share of phantom stock is the economic equivalent of one share of DFS common stock. ( 6 )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.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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