UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 3)1
Donnelley Financial Solutions, Inc.
(Name of Issuer)
Common Stock, par
value $0.01 per share
(Title of Class of Securities)
25787G100
(CUSIP Number)
JEFFREY JACOBOWITZ
SIMCOE CAPITAL MANAGEMENT, LLC
509 Madison Avenue, Suite 2200
New York, New York 10022
(212) 448-7400
STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
1325 Avenue of the Americas
New York, New York 10019
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
November 27, 2019
(Date of Event Which Requires Filing of This Statement)
If the
filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of §§ 240.13d-1(e),
240.13d-1(f) or 240.13d-1(g), check the following box
¨.
Note: Schedules filed in paper format shall
include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for
other parties to whom copies are to be sent.
1
The remainder of this cover page shall be filled out for a
reporting person’s initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in a
prior cover page.
The information required on the remainder of this cover page shall
not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all
other provisions of the Act (however, see the
Notes).
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1 |
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NAME OF REPORTING PERSON |
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SIMCOE CAPITAL MANAGEMENT, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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3,300,000 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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3,300,000 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,300,000 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.6% |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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SIMCOE PARTNERS, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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2,967,195 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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2,967,195 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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2,967,195 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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8.7% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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SIMCOE SELECT, L.P. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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169,398 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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169,398 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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169,398 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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PN |
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1 |
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NAME OF REPORTING PERSON |
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SIMCOE MANAGEMENT COMPANY, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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3,136,593 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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3,136,593 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,136,593 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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SDR PARTNERS, LLC |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☒ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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WC |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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DELAWARE |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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163,407 |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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163,407 |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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163,407 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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Less than 1% |
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14 |
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TYPE OF REPORTING PERSON |
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OO |
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1 |
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NAME OF REPORTING PERSON |
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JEFFREY JACOBOWITZ |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP |
(a) ☐ |
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(b)
☐ |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS |
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AF |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e) |
☐ |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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USA |
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NUMBER OF |
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7 |
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SOLE VOTING
POWER |
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SHARES |
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BENEFICIALLY |
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3,309,508* |
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OWNED BY |
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8 |
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SHARED VOTING
POWER |
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EACH |
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REPORTING |
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-
0 - |
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PERSON WITH |
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9 |
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SOLE DISPOSITIVE
POWER |
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3,309,508* |
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10 |
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SHARED DISPOSITIVE
POWER |
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-
0 - |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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3,309,508* |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES |
☐ |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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9.6% |
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14 |
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TYPE OF REPORTING PERSON |
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IN |
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*Includes 9,508 restricted stock units granted to Mr.
Jacobowitz in his capacity as a director of the
Issuer.
The following constitutes Amendment No. 3 to the Schedule 13D filed
by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends
the Schedule 13D as specifically set forth herein.
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Item 3. |
Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The Shares purchased by each of Simcoe Partners, Simcoe Select and
SDR Partners were purchased with working capital (which may, at any
given time, include margin loans made by brokerage firms in the
ordinary course of business) in open market purchases. The
aggregate purchase price of the 2,967,195 Shares directly owned by
Simcoe Partners is approximately $47,169,975, including brokerage
commissions. The aggregate purchase price of the 169,398 Shares
directly owned by Simcoe Select is approximately $2,288,357,
including brokerage commissions. The aggregate purchase price of
the 163,407 Shares directly owned by SDR Partners is approximately
$2,592,109, including brokerage commissions.
The 9,508 restricted stock units (“RSUs”) were granted to Mr.
Jacobowitz in his capacity as a director of the Issuer. The RSUs
are payable in Shares on the earlier of the first anniversary of
the grant date or when Mr. Jacobowitz ceases to be a director of
the Issuer.
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Item 5. |
Interest in Securities of the Issuer. |
Items 5(a) - (c) are hereby amended and restated to read as
follows:
The aggregate percentage of Shares reported owned by each person
named herein is based upon 34,300,000 Shares outstanding, as of
November 1, 2019, which is the total number of Shares outstanding
as reported in the Issuer’s Quarterly Report on Form 10-Q filed
with the Securities and Exchange Commission on November 5,
2019.
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(a) |
As of the date hereof, Simcoe
Partners directly owned 2,967,195 Shares. |
Percentage: Approximately 8.7%
|
(b) |
1. Sole power to vote or direct vote: 2,967,195
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 2,967,195
4. Shared power to dispose or direct the disposition: 0 |
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(c) |
The transaction in the Shares by
Simcoe Partners during the past sixty days is set forth in Schedule
A and is incorporated herein by reference. |
|
(a) |
As of the date hereof, Simcoe
Select directly owned 169,398 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 169,398
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 169,398
4. Shared power to dispose or direct the disposition: 0 |
|
(c) |
The transaction in the Shares by
Simcoe Select during the past sixty days is set forth in Schedule A
and is incorporated herein by reference. |
|
(a) |
Simcoe Management, as the general
partner of Simcoe Partners and Simcoe Select, may be deemed the
beneficial owner of the (i) 2,967,195 Shares owned by Simcoe
Partners and (ii) 169,398 Shares owned by Simcoe Select. |
Percentage: Approximately 9.1%
|
(b) |
1. Sole power to vote or direct vote: 3,136,593
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,136,593 |
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Simcoe Management has not entered
into any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Simcoe Partners and
Simcoe Select during the past sixty days are set forth in Schedule
A and are incorporated herein by reference. |
|
(a) |
As of the date hereof, SDR Partners
directly owned 163,407 Shares. |
Percentage: Less than 1%
|
(b) |
1. Sole power to vote or direct vote: 163,407
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 163,407
4. Shared power to dispose or direct the disposition: 0 |
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(c) |
The transaction in the Shares by
SDR Partners during the past sixty days is set forth in Schedule A
and is incorporated herein by reference. |
|
(a) |
Simcoe Capital, as the investment
manager to each of Simcoe Partners, Simcoe Select and SDR Partners,
may be deemed the beneficial owner of the (i) 2,967,195 Shares
owned by Simcoe Partners, (ii) 169,398 Shares owned by Simcoe
Select and (iii) 163,407 Shares owned by SDR Partners. |
Percentage: Approximately 9.6%
|
(b) |
1. Sole power to vote or direct vote: 3,300,000
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,300,000 |
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Simcoe Capital has not entered into
any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Simcoe Partners,
Simcoe Capital and SDR Partners during the past sixty days are set
forth in Schedule A and are incorporated herein by reference. |
|
(a) |
Mr. Jacobowitz, as Managing Member
of each of Simcoe Management and Simcoe Capital, may be deemed the
beneficial owner of the (i) 2,967,195 Shares owned by Simcoe
Partners, (ii) 169,398 Shares owned by Simcoe Select and (iii)
163,407 Shares owned by SDR Partners. Mr. Jacobowitz has also been
granted 9,508 RSUs in his capacity as a director of the Issuer,
which are payable in Shares on the earlier of the first anniversary
of the grant date or when Mr. Jacobowitz ceases to be a director of
the Issuer. |
Percentage: Approximately 9.6%
|
(b) |
1. Sole power to vote or direct vote: 3,309,508
2. Shared power to vote or direct vote: 0
3. Sole power to dispose or direct the disposition: 3,309,508 |
4. Shared power to dispose or direct the disposition: 0
|
(c) |
Mr. Jacobowitz has not entered into
any transactions in the Shares during the past sixty days. The
transactions in the Shares on behalf of each of Simcoe Partners,
Simcoe Select and SDR Partners during the past sixty days are set
forth in Schedule A and are incorporated herein by reference. |
The filing of this Schedule 13D shall not be deemed an admission
that the Reporting Persons are, for purposes of Section 13(d) of
the Securities Exchange Act of 1934, as amended, the beneficial
owners of any securities of the Issuer he or it does not directly
own. Each of the Reporting Persons specifically disclaims
beneficial ownership of the securities reported herein that he or
it does not directly own.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and
belief, each of the undersigned certifies that the information set
forth in this statement is true, complete and correct.
Dated:
December 2, 2019
|
Simcoe Partners,
L.P. |
|
|
|
By: |
Simcoe Management Company, LLC
General Partner
|
|
|
|
|
By: |
/s/ Jeffrey Jacobowitz
|
|
|
Name: |
Jeffrey Jacobowitz |
|
|
Title: |
Managing Member |
|
SIMCOE SELECT, L.P. |
|
|
|
By: |
Simcoe Management Company, LLC
General Partner
|
|
|
|
|
By: |
/s/ Jeffrey Jacobowitz
|
|
|
Name: |
Jeffrey Jacobowitz |
|
|
Title: |
Managing Member |
|
Simcoe Management Company,
LLC |
|
|
|
By: |
/s/ Jeffrey Jacobowitz
|
|
|
Name: |
Jeffrey Jacobowitz |
|
|
Title: |
Managing Member |
|
SDR Partners,
LLC |
|
|
|
By: |
Simcoe Capital Management, LLC
Investment Manager
|
|
|
|
|
By: |
/s/ Jeffrey Jacobowitz
|
|
|
Name: |
Jeffrey Jacobowitz |
|
|
Title: |
Managing Member |
|
Simcoe Capital Management,
LLC |
|
|
|
By: |
/s/ Jeffrey Jacobowitz
|
|
|
Name: |
Jeffrey Jacobowitz |
|
|
Title: |
Managing Member |
|
/s/ Jeffrey Jacobowitz
|
|
Jeffrey
Jacobowitz |
SCHEDULE A
Transactions in the Shares During the Past Sixty Days
Shares of Common Stock
Purchased
|
Price Per
Share($)
|
Date of
Purchase
|
Simcoe Partners,
L.P.
259,228 |
9.9332 |
11/27/2019 |
Simcoe
SELECT,
L.P.
SDR PArtners,
LLC
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