Simcoe Capital Management, LLC Form 4 Filed 2023-05-09

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 ^*

Simcoe Capital Management, LLC

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)

540 MADISON AVENUE, 27TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
05/05/2023

(Street)

NEW YORK, NY 10022

(City)

(State)

(Zip)

4. If Amendment, Date Original Filed(Month/Day/Year)

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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock⁽¹⁾	05/05/2023		S		128,534	D	$42.6436⁽⁵⁾	3,308,601	I	By: Simcoe Partners, L.P.⁽²⁾
Common Stock⁽¹⁾	05/05/2023		S		19,702	D	$42.6436⁽⁵⁾	143,705	I	By: SDR Partners, LLC⁽⁴⁾
Common Stock⁽¹⁾	05/08/2023		S		184,426	D	$42.6596⁽⁶⁾	3,124,175	I	By: Simcoe Partners, L.P.⁽²⁾
Common Stock⁽¹⁾	05/08/2023		S		28,270	D	$42.6596⁽⁶⁾	115,435	I	By: SDR Partners, LLC⁽⁴⁾
Common Stock⁽¹⁾								194,183	I	By: Simcoe Select, L.P.⁽³⁾

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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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 (Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Explanation of Responses:

1.	This Form 4 is filed by Simcoe Capital Management, LLC ("Simcoe Capital" or the "Reporting Person"). The Reporting Person may be deemed to be a member of a Section 13(d) group that collectively owns more than 10% of the Issuer's outstanding shares of Common Stock. The Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of its pecuniary interest therein and this report shall not be deemed to be an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. Jeffrey Jacobowitz, Managing Member of Simcoe Capital, and a director of the Issuer, has also filed a separate Form 4 reporting these transactions.
2.	Represents securities held directly by Simcoe Partners, L.P. ("Simcoe Partners"). Simcoe Capital is the investment manager of Simcoe Partners. Simcoe Partners has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by Simcoe Partners pursuant to an Investment Management Agreement.
3.	Represents securities held directly by Simcoe Select, L.P. ("Simcoe Select"). Simcoe Capital is the investment manager of Simcoe Select. Simcoe Select has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by Simcoe Select pursuant to an Investment Management Agreement.
4.	Represents securities held directly by SDR Partners, LLC ("SDR Partners"). Simcoe Capital is the investment manager of SDR Partners. SDR Partners has delegated to Simcoe Capital the sole authority to vote and dispose of the securities held by SDR Partners pursuant to an Investment Management Agreement.
5.	The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $42.45 to $43.13 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.	The reported price represents a weighted average sale price. The range of prices at which common stock was sold was $42.25 to $43.26 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.

	Signatures
	Simcoe Capital Management, LLC, By: /s/ Jeffrey Jacobowitz, its Managing Member	05/09/2023
	** Signature of Reporting Person	Date
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