Sec Form 4 Filing - Clay Craig @ Donnelley Financial Solutions, Inc. - 2022-03-03

Insider filing report for Changes in Beneficial Ownership
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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
Clay Craig
2. Issuer Name and Ticker or Trading Symbol
Donnelley Financial Solutions, Inc. [ DFIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, GCM
(Last) (First) (Middle)
C/O DONNELLEY FINANCIAL SOLUTIONS, 35 WEST WACKER DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/03/2022
(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)
F( 1 )
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 03/03/2022 F( 1 ) 2,467 D $ 31.04 55,170 D
Common Stock 03/03/2022 A( 2 ) 26,902 A $ 31.04 82,072 D
Common Stock 03/03/2022 F( 3 ) 13,728 D $ 31.04 68,344 D
Common Stock 03/03/2022 A( 4 ) 7,000 A $ 31.04 75,344 D
Common Stock 03/03/2022 F( 3 ) 3,573 D $ 31.04 71,771 D
Common Stock 03/03/2022 A 38,219 A 109,990 D
Common Stock 03/03/2022 A 14,600 A 124,590 D
Common Stock 03/05/2022 2,851 D $ 30.1 121,739( 7 ) 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Clay Craig
C/O DONNELLEY FINANCIAL SOLUTIONS
35 WEST WACKER DRIVE
CHICAGO, IL60601
President, GCM
Signatures
Jennifer Reiners, pursuant to power of attorney 03/07/2022
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 )Common stock issued in payout of performance stock units awarded on March 5, 2019.
( 3 )Shares were withheld as payment of a tax liability incident to vesting of performance stock units issued in accordance with Rule 16b-3.
( 4 )Common stock issued in payout of performance stock units awarded on March 3, 2021.
( 5 )Represents earned portions of Company granted PSUs issued in 2020 and 2021 pursuant to a Rule 16b-3 plan for which performance has been determined. 25% of the 2020 PSUs were subject to performance goals for 2020 and 25% of each of the 2020 and 2021 PSUs are subject to performance goals for 2021. On March 3, 2022, the Compensation Committee determined the achievement of the performance goals for 2020 and 2021, resulting in 23,569 and 14,650 earned stock units, for the 2020 and 2021 PSUs respectively, all of which remain subject to service-based vesting until cumulative performance of the PSU goals is determined after the close of the 2022 and 2023 performance year, as applicable.
( 6 )Company granted restricted stock units ("RSUs") issued pursuant to a Rule 16b-3 plan. The RSUs vest three equal annual installments beginning on March 3, 2023.
( 7 )Includes 49,953 shares held directly, 33,567 restricted stock units, and 38,219 earned performance share units with additional service-based vesting.

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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