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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

RR Donnelley & Sons Co
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                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

35 WEST WACKER DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

6/21/2017
(Street)

CHICAGO, IL 60601
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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, par value $0.01 per share   6/21/2017     J (3)    6143208   (1) (2) (3) D   (3) 99594   (3) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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

Explanation of Responses:
(1)  On February 22, 2016, Donnelley Financial Solutions, Inc., a Delaware corporation ("DFS"), issued all 100 outstanding shares of DFS common stock to R. R. Donnelley & Sons Company, a Delaware corporation ("RRD"). On September 30, 2016 and simultaneously with the effectiveness of the amended and restated certificate of incorporation of DFS (the "Amended and Restated Certificate of Incorporation") that increased the number of authorized shares of common stock from 100 to 65,000,000, DFS effected a recapitalization (the "Recapitalization") of the 100 shares of common stock issued and outstanding, which Recapitalization converted such 100 shares into 32,430,139 shares of common stock, par value $0.01, of DFS (the "Common Stock").
(2)  On October 1, 2016 at 12:01 a.m., 26,187,337 shares of Common Stock, which was 80.75% of the Common Stock then outstanding, were distributed by RRD to its stockholders (the "Distribution"). Following the Distribution, RRD beneficially owned 6,242,802 shares of Common Stock, which was 19.25% of the then outstanding Common Stock.
(3)  On June 21, 2017, RRD completed a debt-for-equity exchange (the "Exchange"), pursuant to which RRD exchanged 6,143,208 shares of Common Stock and the payment of accrued interest for $111,607,000 principal amount of RRD's 7.625% Notes due 2020 held by Citigroup Global Markets Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC, which reflected consideration of $21.25 per share of the Common Stock. Such notes were cancelled and discharged upon delivery to RRD. Immediately following the Exchange, RRD retained 99,594 shares of Common Stock.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
RR Donnelley & Sons Co
35 WEST WACKER DRIVE
CHICAGO, IL 60601

X


Signatures
/s/ Terry D. Peterson, Executive Vice President and Chief Financial Officer of R.R. Donnelley & Sons Company 6/23/2017
** Signature of Reporting Person Date


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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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