Sec Form 4/A Filing - QUINLAN THOMAS J III @ LSC Communications, Inc. - 2016-10-01

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FORM 4/A
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
QUINLAN THOMAS J III
2. Issuer Name and Ticker or Trading Symbol
LSC Communications, Inc. [ LKSD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
C/O LSC COMMUNICATIONS, 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)
10/04/2016
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 10/01/2016 A 179,148 ( 1 ) A $ 0 690,320 ( 2 ) ( 3 ) 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
QUINLAN THOMAS J III
C/O LSC COMMUNICATIONS, INC.
35 WEST WACKER DRIVE
CHICAGO, IL60601
X Chief Executive Officer
Signatures
/s/ Suzanne S. Bettman, Suzanne S. Bettman, Attorney-in-Fact for Thomas J. Quinlan 11/01/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Reporting Person is filing an amendment to his Form 4, which was filed on October 4, 2016, in order to update the number of securities acquired and the amount of securities beneficially owned following the Reported Transaction. On October 1, 2016, Thomas J. Quinlan was awarded restricted stock with a value of $4,705,000 by LSC Communications, Inc. ("LSC"). Such grant represents 179,148 shares of restricted stock calculated based on the twenty trading day volume weighted average price of LSC common stock following the date of grant.
( 2 )Reflects ownership of 142,085 shares of LSC common stock received in connection with the spinoff of LSC by R. R. Donnelley & Sons Company ("RRD") and the distribution of one (1) share of LSC common stock for every eight (8) shares of RRD common stock held prior to the spinoff, which was effective on October 1, 2016. Amount also reflects 369,087 restricted stock units, which are reflected as beneficially owned and reported as shares of LSC common stock.
( 3 )(Continued from footnote 2) 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, and Donnelley Financial Solutions, Inc. ("DFS"), and gives effect to the distribution by RRD of 80.75% of the common stock of each of LSC and DFS, which occurred on October 1, 2016. This amount does not reflect 225,750 options over LSC common stock, which converted from options to purchase shares of RRD common stock held prior to the date of the Reported Transaction. The number of stock options over LSC common stock was determined pursuant to an equitable adjustment in the Separation and Distribution Agreement.

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