Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
POPE JOHN C
  2. Issuer Name and Ticker or Trading Symbol
RR Donnelley & Sons Co [RRD]
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)
111 SOUTH WACKER DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
05/21/2010
(Street)

CHICAGO, IL 60606
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
(City)
(State)
(Zip)
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)
Code V Amount (A) or (D) Price
Common Stock (withholding for tax liability) 05/21/2010   F   1,659 D $ 18.53 44,489.8068 (1) D  
Common Stock 05/24/2010   M   1,999 A (2) 46,488.8068 (3) D  
Common Stock (withholding for tax liability) 05/24/2010   F   500 D $ 18.4 45,988.8068 (4) D  
Common Stock               16,717.85 I In trust as deferred compensation

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 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 (5) 05/24/2010   M     1,999   (6)   (6) Common Stock 1,999 (7) 3,999.5886 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
POPE JOHN C
111 SOUTH WACKER DRIVE
CHICAGO, IL 60606
  X      

Signatures

 Jennifer Reiners, pursuant to power of attorney   05/25/2010
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Includes 11,978 shares owned directly and 32,511.8068 restricted stock units.
(2) Shares acquired upon vesting and conversion of Company restricted stock units granted in accordance with Rule 16b-3.
(3) Includes 13,977 shares owned directly and 32,511.8068 restricted stock units.
(4) Includes 13,477 shares owned directly and 32,511.8068 restricted stock units.
(5) One restricted stock unit is equal to one share of Common Stock.
(6) As granted, one third of the restricted stock units were payable in shares of common stock or cash on the third anniversary of the grant date or, at the election of the reporting person, when the reporting person ceases to be a director and the other two thirds were payable in shares of common stock or cash when the reporting person ceases to be a director. This Form 4 reflects the vesting of the first one third of the restricted stock units.
(7) Company granted restricted stock units issued pursuant to Rule 16b-3 Plan.

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