Current Report Filing (8-k)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 5, 2015

COURIER CORPORATION

(Exact name of registrant as specified in its charter)

Massachusetts

1-34268

04-2502514

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

15 Wellman Avenue

01863

North Chelmsford, Massachusetts

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: (978) 251-6000

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Introductory Note.

On June 8, 2015, in accordance with the Agreement and Plan of Merger (the “Merger Agreement”), dated as of February 5, 2015, by and among Courier Corporation, a Massachusetts corporation (“Courier”), R. R. Donnelley & Sons Company, a Delaware corporation (“R. R. Donnelley”), Raven Solutions, Inc., a Massachusetts corporation and a wholly owned subsidiary of R. R. Donnelley (“Merger Sub”), and Raven Ventures LLC, a Massachusetts limited liability company and a wholly owned subsidiary of R. R. Donnelley (“Merger LLC”), Merger Sub merged with and into Courier (the “Merger”), with Courier being the surviving corporation, which Merger was immediately followed by a merger of Courier with and into Merger LLC (the “Subsequent Merger” and, together with the Merger, the “Mergers”), with Merger LLC surviving as a wholly owned subsidiary of R. R. Donnelley.

Item 1.02 Termination of a Material Definitive Agreement.

In connection with the completion of the Merger, on June 8, 2015, Courier repaid in full and terminated its Third Amended and Restated Credit Agreement, dated as of December 19, 2014 (as amended, the “Credit Facility”), with Citizens Bank, National Association, as administrative agent, issuing bank and swingline lender, and the various lenders that are parties thereto, providing for a $100 million revolving credit facility. The material terms of the Credit Facility are described in Note D to Courier’s consolidated condensed financial statements included in its Quarterly Report on Form 10-Q for the quarter ended March 28, 2015. Such description is hereby incorporated into this report by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

At the effective time of the Merger (the “Effective Time”), each share of common stock of Courier, par value $1.00 per share (each, a “Courier Share”), issued and outstanding immediately prior to the Effective Time (other than Courier Shares owned by Courier and by shareholders of Courier who had exercised and not withdrawn appraisal rights under Massachusetts law) was converted into the right to receive either (i) an amount in cash equal to $23.00 (the “Cash Consideration”) or (ii) 1.3756 shares of R. R. Donnelley’s common stock, par value $1.25 per share (each, a “R. R. Donnelley Share”), subject to pro ration, adjustment and certain limitations as set forth in the Merger Agreement (the “Stock Consideration”, and together with the Cash Consideration, the “Merger Consideration”). At the Effective Time, each outstanding option to purchase Courier common stock, whether or not exercisable, was cancelled and converted into the right to receive a lump sum cash payment (without interest and less any applicable withholding taxes) equal to the product of (i) the excess, if any, of (A) the Cash Consideration over (B) the per share exercise price for such Courier option and (ii) the total number of shares underlying such Courier option. At the Effective Time, each Courier restricted stock award was cancelled and converted into only the right to receive a lump-sum cash payment (without interest and less any applicable withholding taxes) equal to (i) the product of (A) the Cash Consideration and (B) the number of shares underlying such restricted stock award, plus (ii), pursuant to the applicable award documents, a cash tax assistance payment equal to 30% of the value of the vested restricted stock.

The deadline for Courier’s shareholders to submit Merger Consideration elections was 5:00 p.m., Eastern time, on June 3, 2015 and the notice of guaranteed delivery deadline was 5:00 p.m., Eastern time, on June 8, 2015. Based on the preliminary results of the Merger Consideration elections provided by Computershare Trust Company, N.A., R. R. Donnelley’s exchange agent, valid stock elections were made for 10,147,716 Courier Shares. The total number of Courier Shares that elected to receive the Stock Consideration exceeded the 5,815,644 Courier Shares that were exchangeable for the Stock Consideration; therefore, Courier Shares for which a stock election was made will be prorated pursuant to the terms of the Merger Agreement. As a result of proration, Courier shareholders electing to have any of their Courier Shares exchanged for R. R. Donnelley Shares will receive the Stock Consideration with respect to approximately 57% of those shares so elected and will receive the Cash Consideration with respect to the remaining 43% of those shares so elected. Courier shareholders electing to receive the Cash Consideration and Courier shareholders that that did not make a valid stock election will receive the Cash Consideration in exchange for all of their Courier Shares. No fractional R. R. Donnelley Shares are being issued, and cash is being paid in lieu thereof. R. R. Donnelley paid approximately $127.5 million in cash and issued 8,000,000 R. R. Donnelley Shares to former holders of Courier Shares in connection with the Merger upon the closing. The source of funds for such cash payment was cash on hand. As a result of the Merger, Courier became a wholly owned subsidiary of R. R. Donnelley.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is subject to and qualified in its entirety by reference to the Merger Agreement, a copy of which is incorporated by reference hereto as Exhibit 2.1 to this Current Report on Form 8-K and the terms of which are incorporated herein by reference.

Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On June 8, 2015, Courier notified The NASDAQ Global Select Market (“NASDAQ”) of the effectiveness of the Merger. As a result, trading in Courier Shares on NASDAQ was suspended and Courier has requested that NASDAQ file with the Securities and Exchange Commission an application on Form 25 to remove Courier shares from listing on NASDAQ and from registration under Section 12(b) of the Securities and Exchange Act of 1934, as amended. Courier intends to file a certificate on Form 15 requesting that its reporting obligations under Sections 13 and 15(d) of the Exchange Act be terminated.

Item 3.03. Material Modification to Rights of Security Holders.

The information set forth in the Introductory Note, Item 2.01 and Item 3.01 is incorporated herein by reference.

Upon the Effective Time, holders of Courier Shares ceased to have any rights as shareholders of Courier, other than the right to receive the Merger Consideration in accordance with the Merger Agreement or, in the case of Courier Shares held of record by shareholders who had properly demanded appraisal of such shares in accordance with Massachusetts law, appraisal rights.

Item 5.01. Changes in Control of Registrant.

The information set forth in the Introductory Note and Item 2.01 is incorporated herein by reference.

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Pursuant to the terms of the Merger Agreement, at the Effective Time, all officers and members of the board of directors of Courier were replaced by the officers and directors of Merger Sub, respectively.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Pursuant to the Merger Agreement, at the Effective Time, the articles of organization and bylaws of Merger Sub, as in effect immediately prior to the Merger, became the articles of organization and bylaws of Courier. A copy of the articles of organization and bylaws of Courier are filed herewith as Exhibit 3.1 and Exhibit 3.2, respectively, and are hereby incorporated by reference herein. As noted above, following the Merger, the Subsequent Merger was effected with Courier merging into Merger LLC and Merger LLC surviving the merger as a wholly owned subsidiary of R. R. Donnelley. As a result of the Subsequent Merger, the certificate of organization of Merger LLC was amended and became the certificate of organization of the surviving company. Additionally, the operating agreement of Merger LLC, as in effect immediately prior to the Subsequent Merger, became the operating agreement of the surviving company. A copy of the amended certificate of organization and the operating agreement of the surviving company are filed herewith as Exhibit 3.3 and Exhibit 3.4, respectively, and are hereby incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On June 5, 2015, Courier held a special meeting of shareholders (the “Special Meeting”). At the Special Meeting, Courier’s shareholders approved the Merger Agreement. The shareholders of Courier also approved, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Courier in connection with the Merger. Shareholder action on a third proposal, to approve the adjournment of the special meeting if necessary or appropriate to solicit additional proxies in favor of approving the Merger Agreement, was not required and no vote was taken on that proposal.

At the Special Meeting, holders of 9,187,590 shares of Courier common stock, which represents approximately 80% of the shares of Courier common stock outstanding and entitled to vote as of the record date of April 24, 2015, were represented in person or by proxy.

The final voting results for each proposal, each of which is described in greater detail in Courier’s definitive proxy statement filed with the Securities and Exchange Commission on May 6, 2015, follow below:

Proposal 1—Approval of the Merger Agreement


For	Against	Abstentions	Broker Non-Votes
9,043,833	52,822	90,786	0

Proposal 2—Approval, on an advisory (non-binding) basis, of the compensation payable to certain executive officers of Courier in connection with the Merger


For	Against	Abstentions	Broker Non-Votes
6,552,773	2,486,679	147,989	0

Item 8.01 Other Events.

On June 5, 2015, Courier issued a press release announcing the final voting results of the Special Meeting. A copy of the press release is filed herewith as Exhibit 99.1 and is incorporated into this Item 8.01 by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.


2.1		Agreement and Plan of Merger by and among Courier Corporation, R. R. Donnelley & Sons Company, Raven Solutions, Inc. and Raven Ventures LLC, dated as of February 5, 2015 (incorporated by reference to Exhibit 2.1 to Courier Corporation’s Current Report on Form 8-K filed on February 5, 2015).*

3.1		Articles of Amendment of Courier Corporation.

3.2		Bylaws of Courier Corporation.

3.3		Amended Certificate of Organization of Raven Ventures LLC.

3.4		Operating Agreement of Raven Ventures LLC.

99.1		Press release issued by Courier Corporation on June 5, 2015.

*	Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

Cautionary Note Regarding Forward-Looking Statements

This filing includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the business, strategy and plans of R. R. Donnelley and Courier, their expectations relating to the proposed transaction and their future financial condition and performance, including estimated synergies. Statements that are not historical facts, including statements about R. R. Donnelley or Courier managements’ beliefs and expectations, are forward-looking statements. Words such as “believes”, “anticipates”, “estimates”, “expects”, “intends”, “aims”, “potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While R. R. Donnelley and Courier believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond R. R. Donnelley’s or Courier’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from R. R. Donnelley’s and Courier’s current expectations depending upon a number of factors affecting their businesses and risks associated with the successful execution and integration of the proposed transaction and the performance of their businesses following such transaction. These factors include, among others, successful completion of the proposed transaction, the ability to implement plans for the integration of the proposed transaction and the receipt of required approvals for the proposed transaction, and such other risks and uncertainties detailed in R. R. Donnelley’s and Courier’s respective periodic public filings with the SEC, including but not limited to those discussed (i) under “Risk Factors” in R. R. Donnelley’s Form 10-K for the fiscal year ended December 31, 2014, in R. R. Donnelley’s subsequent filings with the SEC and in other investor communications of R. R. Donnelley from time to time and (ii) under “Risk Factors” in Courier’s Form 10-K for the fiscal year ended September 27, 2014 and in Courier’s subsequent filings with the SEC and in other investor communications of Courier from time to time. R. R. Donnelley and Courier do not undertake to and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.


Date: June 9, 2015	Raven Ventures LLC,
	successor by merger to Courier Corporation

	By:	/s/ Suzanne S. Bettman
		Suzanne S. Bettman
		Secretary

EXHIBIT INDEX


Exhibit Number		Description

2.1		Agreement and Plan of Merger by and among Courier Corporation, R. R. Donnelley & Sons Company, Raven Solutions, Inc. and Raven Ventures LLC, dated as of February 5, 2015 (incorporated by reference to Exhibit 2.1 to Courier Corporation’s Current Report on Form 8-K filed on February 5, 2015).*

3.1		Articles of Amendment of Courier Corporation.

3.2		Bylaws of Courier Corporation.

3.3		Amended Certificate of Organization of Raven Ventures LLC.

3.4		Operating Agreement of Raven Ventures LLC.

99.1		Press release issued by Courier Corporation on June 5, 2015.

*	Schedules omitted pursuant to Item 601(b)(2) of Regulation S-K. Registrant agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

Exhibit 3.1


D PC		The Commonwealth of Massachusetts
		William Francis Galvin
		Secretary of the Commonwealth
		One Ashburton Place, Boston, Massachusetts 02108-1512


FORM MUST BE TYPED		Articles of Amendment		FORM MUST BE TYPED

(General Laws Chapter 156D, Section 10.06; 950 CMR 113.34)

(1)	Exact name of corporation: Courier Corporation

(2)	Registered office address: 15 Wellman Ave., No. Chelmsford, MA 01863

(number, street, city or town, state, zip code)

(3)	These articles of amendment affect article(s): II, III, IV, V, VI

(specify the number(s) of article(s) being amended (I-VI))

(4)	Date adopted: June 8, 2015

(month, day, year)

(5)	Approved by:

(check appropriate box)

the incorporators.

the board of directors without shareholder approval and shareholder approval was not required.

the board of directors and the shareholders in the manner required by law and the articles of organization.

(6)	State the article number and the text of the amendment. Unless contained in the text of the amendment, state the provisions for implementing the exchange, reclassification or cancellation of issued shares.

SEE ATTACHED.

P.C.

To change the number of shares and the par value, * if any, of any type, or to designate a class or series, of stock, or change a designation of class or series of stock, which the corporation is authorized to issue, complete the following:

Total authorized prior to amendment:


WITHOUT PAR VALUE		WITH PAR VALUE
TYPE	NUMBER OF SHARES	TYPE	NUMBER OF SHARES		PAR VALUE
		preferred		1,000,000	$	1.00
		common		18,000,000	$	1.00

Total authorized after amendment:

WITHOUT PAR VALUE

WITH PAR VALUE

TYPE

NUMBER OF SHARES

TYPE

NUMBER OF SHARES

PAR VALUE

common

1,000

0.01

(7)	The amendment shall be effective at the time and on the date approved by the Division, unless a later effective date not more than 90 days from the date and time of filing is specified:

*G.L. Chapter 156D eliminates the concept of par value, however a corporation may specify par value in Article III. See G.L. Chapter 156D, Section 6.21, and the comments relative thereto.

Signed by: /s/ Dave Gardella ,

(signature of authorized individual)

Chairman of the board of directors,

President,

Other officer,

Court-appointed fiduciary,

on this 8th day of June, 2015.

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Attachment Sheet

ARTICLE II of the Articles of Organization of Courier Corporation is hereby amended to read in its entirety:

“The corporation shall have the purpose of engaging in any lawful business pursuant to the provisions of the Business Corporation Act as set forth in Chapter 156D of the General Laws of the State of Massachusetts (the “MBCA”), as amended from time to time.”

ARTICLE III of the Articles of Organization of Courier Corporation is hereby amended to read in its entirety:

“The corporation shall have 1,000 authorized common shares with par value $0.01 per share.”

ARTICLE IV of the Articles of Organization of Courier Corporation is hereby amended to read in its entirety:

“The common stock of the corporation, par value $0.01 per share, shall be the sole class of stock of the corporation with all of the rights granted by Section 6.01 of the MBCA.”

ARTICLE V of the Articles of Organization of Courier Corporation is hereby amended to read in its entirety:

“There are no limitations imposed upon the transfer of shares of any class or series of stock.”

(continued on next page)

The Commonwealth of Massachusetts

William Francis Galvin

Secretary of the Commonwealth

One Ashburton Place, Boston, Massachusetts 02108-1512

Attachment Sheet

ARTICLE VI of the Articles of Organization of Courier Corporation is hereby amended to read in its entirety:

“FIRST: The following provisions are inserted for the management of the business and the conduct of the affairs of the corporation, and for further definition, limitation and regulation of the powers of the corporation and of its directors and shareholders:

(1) The business and affairs of the corporation shall be managed by or under the direction of the board of directors (the “Board”).

(2) The Board, without the prior consent of the shareholders, shall have concurrent power with the shareholders to adopt, alter, amend, change, add to or repeal the by-laws of the corporation (the “By-Laws”).

(3) The number of directors of the corporation shall be fixed from time to time in the manner provided in the By-Laws. Election of directors need not be by written ballot unless the By-Laws so provide.

(4) To the fullest extent permitted by the MBCA, as amended from time to time, no director shall be personally liable to the corporation or any of its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the corporation or its shareholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) for improper distributions under Section 6.40 of the MBCA, or (iv) for any transaction from which the director derived an improper personal benefit. The corporation shall indemnify all directors, officers and employees of the corporation, and shall advance expenses reasonably incurred by such directors, officers and employees, in defending any civil, criminal, administrative or investigative action, suit or proceeding, in accordance with and to the fullest extent permitted by the MBCA, as amended from time to time. Any repeal or modification of this Article FIRST, subsection (4) shall not adversely affect any right or protection of a director of the corporation existing at the time of such repeal or modification with respect to acts or omissions occurring prior to such repeal or modification.

(5) In addition to the powers and authority hereinbefore or by statute expressly conferred upon it, the Board is hereby empowered to exercise all such powers and do all such acts and things as may be exercised or done by the corporation, subject to the provisions of the MBCA, these articles of organization (the “Articles”), and the By-Laws; provided, however, that no By-Laws or amendments thereto hereafter adopted shall invalidate any prior act of the Board which would have been valid if such By-Laws or amendments thereto had not been adopted.

SECOND: Meetings of shareholders may be held within or without the State of Massachusetts, as the By-Laws may provide. The books of the corporation may be kept (subject to any provision contained in the MBCA) outside the State of Massachusetts at such place or places as may be designated from time to time by the Board or in the By-Laws of the corporation.

THIRD: The corporation reserves the right to amend, alter, change or repeal any provision contained in these Articles, in the manner now or hereafter prescribed by statute, and all rights conferred upon shareholders herein are granted subject to this reservation.”

Exhibit 3.2

BY-LAWS

COURIER CORPORATION

ARTICLE I.

OFFICES

Section 1. Registered Office. Raven Solutions, Inc. (the “Corporation”) shall have and maintain a registered office at 155 Federal Street, Suite 700, Boston, Massachusetts 02110.

Section 2. Other Offices. The Corporation may also have such other office or offices in Massachusetts or elsewhere as the board of directors (the “Board of Directors”) may determine or as the business of the Corporation may require.

ARTICLE II.

MEETING OF SHAREHOLDERS

Section 1. Annual Meeting. The annual meeting of shareholders shall be held on such date and at such time as may be chosen by the Board of Directors. The Board of Directors may, in its sole discretion, determine that a meeting of shareholders shall not be held at any place, but may instead be held solely by means of remote communication. Notwithstanding the foregoing, the Corporation shall not be required to hold an annual meeting of shareholders, provided that the shareholders take action by written consent to elect directors.

Section 2. Special Meetings. Special meetings of the shareholders may be called by the President, by the Board of Directors or by the shareholders of not less than one-tenth (1/10) of all outstanding shares of the Corporation.

Section 3. Place of Meeting. The Board of Directors may designate any place, either within or without the Commonwealth of Massachusetts, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors or the shareholders. A waiver of notice signed by all shareholders may designate any place, either within or without the Commonwealth of Massachusetts, as the place for the holding of such meeting.

Section 4. Notice of Meetings. Whenever shareholders are required or permitted to take any action at a meeting, a written notice of the meeting shall be given which shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which shareholders may be deemed to be present in person and vote at such meeting and the purpose or purposes for which the meeting is called. Unless otherwise required by law, the written notice of any meeting shall be given not less than seven nor more than sixty days before the date of the meeting to each shareholder entitled to vote at such meeting.

Section 5. Meeting of All Shareholders. If all of the shareholders shall meet at any time and place, either within or without the Commonwealth of Massachusetts, and shall consent to the holding of a meeting at such time and place, such meeting shall be valid without call or notice, and any corporate action may be taken at such meeting.

Section 6. Adjournments. Any meeting of the shareholders may be adjourned from time to time to reconvene at the same or some other place, and notice need not be given of any such adjourned meeting if the time and place, if any, thereof, and the means of remote communication by which shareholders may be deemed to be present in person and vote at such adjourned meeting are announced at the meeting at which the adjournment is taken. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting.

Section 7. Shareholder List. The officer of the Corporation who has charge of the share ledger of the Corporation shall prepare and make a complete list of the shareholders entitled to vote at the meeting, arranged in alphabetical order, and showing the address of each shareholder and the number of shares registered in the name of each shareholder. The shareholders list shall be available for inspection by any shareholder, beginning two business days after notice is given of the meeting for which the list was prepared and continuing through the meeting: (i) at the corporation’s principal office or at a place identified in the meeting notice in the city where the meeting will be held; or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. If the meeting is to be held solely by means of remote communication, the list shall be made available on an electronic network. The list shall also be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any shareholder of the Corporation who is present.

Section 8. Quorum. A majority of the outstanding shares, present in person or represented by proxy, shall constitute a quorum at all meetings of the shareholders for the transaction of business, except as otherwise provided by statute or by the articles of organization of the Corporation (the “Articles of Organization”), but in no event shall a quorum consist of less than one-third (1/3) of the outstanding shares. If a quorum is present at any meeting, the affirmative vote of the holders of a majority of the shares represented at such meeting shall be the act of the shareholders, unless the vote of a greater number is required by law, the Articles of Organization or these by-laws.

Section 9. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his or her duly authorized attorney-in-fact. Such proxy shall be filed with the Secretary of the Corporation before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution, unless otherwise provided in the proxy.

Section 10. Voting of Shares. Unless otherwise provided in the Articles of Organization, each outstanding share shall be entitled to one vote in person or by proxy upon each matter submitted to a vote of the shareholders.

Section 11. Written Consent of Shareholders. Any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting and without a vote, if a consent in writing, setting forth the action so taken, shall be signed (i) by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voting, or (ii) by all of the shareholders entitled to vote with respect to the subject matter thereof. Such consent or consents shall bear the date of the signatures of such shareholders, and be delivered to the Corporation for inclusion with the records of meetings within sixty days of the earliest dated consent delivered to the Corporation as required by Section 2 of this Article II. If action is to be taken pursuant to the consent of voting shareholders without a meeting, the Corporation, at least seven days before the authorized corporate action pursuant to the consent is taken, shall give notice of the action (i) to nonvoting shareholders in any case where such notice would be required by law if the action were to be taken pursuant to a vote by voting stockholders at a meeting, and (ii) to all the shareholders entitled to vote on the matter who did not consent to the action. The notice shall contain, or be accompanied by, the same material that would have been required by law to be sent to shareholders in or with the notice of a meeting at which the action would have been submitted to the shareholders for approval.

ARTICLE III.

DIRECTORS

Section 1. Number and Tenure. The Board of Directors shall consist of not less than one nor more than ten members, the exact number of which shall initially be fixed by the incorporator of the Corporation and thereafter from time to time by the Board of Directors. Except as provided in Section 2 of this Article III, directors shall be elected by a plurality of the votes cast at the annual meetings of shareholders and each director so elected shall hold office until the next annual meeting of shareholders and until such director’s successor is duly elected and qualified, or until such director’s earlier death, resignation or removal. Any director may resign at any time upon written notice to the Corporation. Directors need not be shareholders.

Section 2. Vacancies. Unless otherwise required by law or the Articles of Organization, vacancies arising through death, resignation, removal, an increase in the number of directors or otherwise may be filled only by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual meeting of shareholders and until their successors are duly elected and qualified, or until their earlier death, resignation or removal.

Section 3. Duties and Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the Articles of Organization or by these by-laws required to be exercised or done by the shareholders.

Section 4. Meetings. The Board of Directors may hold meetings, both regular and special, either within or without the Commonwealth of Massachusetts. Regular meetings of the Board of Directors may be held without notice at such time and at such place as may from time

to time be determined by the Board of Directors. Special meetings of the Board of Directors may be called by the Chairman, if there be one, the President, or by any director. Notice thereof stating the place, date and hour of the meeting shall be given to each director either by mail not less than forty-eight hours before the date of the meeting, by telephone or telegram on twenty-four hours’ notice, or on such shorter notice as the person or persons calling such meeting may deem necessary or appropriate in the circumstances.

Section 5. Quorum. Except as otherwise required by law or the Articles of Organization, at all meetings of the Board of Directors, a majority of the directors then in office shall constitute a quorum for the transaction of business and the act of a majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting of the time and place of the adjourned meeting, until a quorum shall be present.

Section 6. Actions by Written Consent. Unless otherwise provided in the Articles of Organization or these by-laws, any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if all the members of the Board of Directors or committee, as the case may be, consent thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board of Directors or committee.

Section 7. Meetings by Means of Conference Telephone. Unless otherwise provided in the Articles of Organization, members of the Board of Directors, or any committee thereof, may participate in a meeting of the Board of Directors or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other, and participation in a meeting pursuant to this Section 7 of this Article III shall constitute presence in person at such meeting.

Section 8. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be conclusively presumed to have assented to the action taken unless: (i) he objects at the beginning of the meeting, or promptly upon his arrival, to holding it or transacting business at the meeting; (ii) his dissent or abstention from the action taken is entered in the minutes of the meeting; or (iii) he delivers written notice of his dissent or abstention to the presiding officer of the meeting before its adjournment or to the corporation immediately after adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.

Section 9. Removal of Directors. One or more of the directors of the Corporation may be removed, with or without cause, at a meeting of the shareholders by the affirmative vote of the holders of a majority of the outstanding shares then entitled to vote at an election of directors, except as otherwise provided by law.

Section 10. Committees. The Board of Directors may create one or more committees of the Board of Directors and appoint directors to serve on the committee or committees. Each committee shall have one or more members, who serve at the pleasure of the Board of Directors. Each committee may exercise the authority of the Board of Directors except as otherwise provided by law.

ARTICLE IV.

OFFICERS

Section 1. Number. The officers of the Corporation shall be chosen by the Board of Directors and may consist of a President, one or more Vice-Presidents, a Secretary, a Treasurer, and one or more Assistant Secretaries and Assistant Treasurers. Any number of offices may be held by the same person.

Section 2. Appointment and Term of Office. The officers of the Corporation shall be appointed annually by the Board of Directors at the regular meeting of the Board of Directors held after each annual meeting of shareholders. If the appointment of officers shall not be made at such meeting, such appointments shall be made as soon thereafter as may be convenient. Vacancies may be filled or new offices created and filled at any meeting of the Board of Directors. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified or until his or her death or until he or she shall resign or shall have been removed in the manner hereinafter provided. Appointment of an officer or agent shall not of itself create contract rights.

Section 3. Compensation. The salaries of all officers of the Corporation shall be fixed from time to time by the Board of Directors and no officer shall be prevented from receiving such salary by reason of the fact that he or she is also a director of the Corporation.

Section 4. Resignations. Any officer may resign at any time by giving notice to the Board of Directors or to the President or Secretary. A resignation of an officer need not be accepted in order to be effective.

Section 5. Removal. Any officer or agent appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.

Section 6. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

Section 7. Duties of Officers. The duties and powers of the officers shall be as follows:

President

The President shall be the principal executive officer of the Corporation and shall be responsible for the administration and operation of the business and affairs of the Corporation. He or she shall preside at all meetings of the shareholders and the Board of Directors. He or she may sign with the Secretary, or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation and any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except

in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these by-laws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed, and in general shall perform all duties incident to the office of president and such other duties as may be prescribed by the Board of Directors from time to time.

Vice-Presidents

The Vice-President, if there shall be one, or if there shall be more than one, the Vice-Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their appointment), shall, in the absence, disability or refusal to act of the President, perform the duties of the President, and when so acting, shall have all the power of and be subject to all the restrictions upon the President.

Secretary

The Secretary shall: (i) keep the minutes of the meetings of the shareholders, the Board of Directors and committees thereof in one or more books provided for that purpose; (ii) see that all notices are duly given in accordance with the provisions of these by-laws or as required by law; (iii) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all certificates for shares prior to the issue thereof and to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these by-laws; (iv) keep a register of the post-office address of each shareholder, which shall be furnished to the Secretary by such shareholder; (v) sign with the President, or a Vice-President, certificates for shares of the Corporation, the issue of which shall have been authorized by resolution of the Board of Directors; (vi) have general charge of the share transfer books of the Corporation; and (vii) generally perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the President or by the Board of Directors.

Treasurer

If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the Treasurer’s duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Treasurer shall: (i) have the charge and custody of and be responsible for all funds and securities of the Corporation; (ii) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys not otherwise employed in the name of the Corporation in such bank, savings and loan association, trust company or other depositories as shall be selected in accordance with the provisions of Article IV of these by-laws; and (iii) in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him or her by the President or the Board of Directors.

Assistant Secretaries and Assistant Treasurers

The Assistant Treasurers shall respectively, if required by the Board of Directors, give bonds for the faithful discharge of their duties in such sums and with such sureties as the Board of Directors shall determine. The Assistant Secretaries as thereunto authorized by the Board of Directors may sign with the President or a Vice-President certificates for shares of the Corporation,

the issue of which shall have been authorized by a resolution of the Board of Directors. The Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned to them from time to time by the Treasurer or the Secretary, respectively, or by the President or the Board of Directors.

ARTICLE V.

CONTRACTS, LOANS, CHECKS AND DEPOSITS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

Section 3. Checks, Drafts, Etc. All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents, of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such bank, savings and loan association, trust company or other depositories as the Board of Directors may select.

ARTICLE VI.

INDEMNIFICATION

Section 1. Right to Indemnification. To the maximum extent permitted by Massachusetts law in effect from time to time, the Corporation shall indemnify and, without requiring a preliminary determination of the ultimate entitlement to indemnification, shall pay or reimburse reasonable expenses in advance of final disposition of a proceeding to (a) any individual who is a present or former director or officer of the Corporation or a subsidiary thereof and who is made a party to the proceeding by reason of his or her service in that capacity, or (b) any individual who, while a director or officer of the Corporation and at the request of the Corporation, serves or has served another corporation, partnership, joint venture, trust, employee benefit plan or any other enterprise as a director, officer, partner or trustee of such corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and who is made a party to the proceeding by reason of his or her service in that capacity. The Corporation may, with the approval of its Board of Directors, provide such indemnification and advance for expenses to a person who served a predecessor of the Corporation in any of the capacities described in (a) or (b) above and to any employee or agent of the Corporation or a predecessor of the Corporation.

Section 2. Effective Time. This Article VI shall be effective from and after the date of its adoption and shall apply to all proceedings arising prior to or after such date, regardless of whether relating to facts or circumstances occurring prior to or after such date. Neither the amendment nor repeal of this Article VI, nor the adoption or amendment of any other provision of the Articles of Organization or by-laws inconsistent with this Article VI, shall apply to or affect in any respect the applicability of this Article VI with respect to any act or failure to act which occurred prior to such amendment, repeal or adoption.

Section 3. Further Action. The Board of Directors may take such action as is necessary to carry out the provisions of this Article VI and is expressly empowered to adopt, approve and amend from time to time such resolutions or contracts implementing such provisions or such further arrangements for indemnification or advance for expenses as may be permitted by law.

ARTICLE VII.

CERTIFICATES FOR SHARES AND THEIR TRANSFER

Section 1. Certificates For Shares. The issued shares of the Corporation shall be represented by certificates or shall be uncertified shares. Certificates representing shares of the Corporation shall be in such form as may be determined by the Board of Directors and required by law. Such certificates shall be signed by the President or a Vice-President and by the Secretary or an Assistant Secretary and shall be sealed with the seal of the Corporation. All certificates for shares shall be consecutively numbered or otherwise identified. The name of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the books of the Corporation. All certificates surrendered to the Corporation for transfer shall be cancelled and no new certificate shall be issued until the former certificate for a like number of shares shall have been surrendered and cancelled, except that in case of a lost, destroyed or mutilated certificate a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

Section 2. Transfer of Shares. Transfers of shares of the Corporation shall be made only on the books of the Corporation by the holder of record thereof or by his or her legal representative, who shall furnish proper evidence of authority to transfer, or by his or her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares. The person in whose name shares stand on the books of the Corporation shall be deemed the owner thereof for all purposes as regards the Corporation.

ARTICLE VIII.

VOTING OF SECURITIES

The President shall have full authority, in the name and on behalf of the Corporation, to attend, act and vote at any meeting of security holders of any corporation in which the Corporation may hold securities, and at any such meeting shall possess and may exercise any and all rights and powers incident to the ownership of such securities and which, as the holder thereof, the Corporation might possess and exercise if personally present, and may exercise such power and authority through the execution of proxies or may delegate such power and authority to any other officer, agent or employee of the Corporation.

ARTICLE IX.

FISCAL YEAR

The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

ARTICLE X.

WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of these by-laws, the Articles of Organization or the laws of the Commonwealth of Massachusetts, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, and delivered to the Corporation for inclusion in the corporate records shall be deemed equivalent to the giving of such notice.

ARTICLE XI.

AMENDMENTS

These by-laws may be amended, altered, changed, adopted and repealed or any new by-laws may be adopted by the Board of Directors. If the Board of Directors makes, amends or repeals any by-law, the Corporation shall report in writing the substance of the change to the shareholders entitled to vote on amending the by-laws, with or before notice of the next shareholders meeting. The shareholders may make additional by-laws and may alter and repeal any by-laws whether such by-laws were originally adopted by them or otherwise.

Exhibit 3.3


D		The Commonwealth of Massachusetts
		William Francis Galvin
		Secretary of the Commonwealth One Ashburton Place, Room 1717, Boston, Massachusetts 02108-1512 Limited Liability Company Certificate of Organization (General Laws Chapter 156C, Section 12)

Federal Identification No.:

(1)	The exact name of the limited liability company:

Raven Ventures LLC

(2)	The street address of the office in the commonwealth at which its records will be maintained:

140 South Road, Bedford, MA 01730

(3)	The general character of the business:

holding company

(4)	Latest date of dissolution, if specified: N/A

(5)	The name and street address, of the resident agent in the commonwealth:


NAME		ADDRESS
C T Corporation System		155 Federal Street, Suit 700, Boston, Massachusetts 02110

(6)	The name and business address, if different from office location, of each manager, if any:


NAME		ADDRESS
N/A		N/A

(7)	The name and business address, if different from office location, of each person in addition to manager(s) authorized to execute documents filed with the Corporations Division, and at least one person shall be named if there are no managers:


NAME		ADDRESS
Jennifer Reiners		111 South Wecker Drive, Chicago, IL 60606

(8)	The name and business address, if different from office location, of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property recorded with a registry of deeds or district office of the land court:


NAME		ADDRESS
Jennifer Reiners		111 South Wecker Drive, Chicago, IL 60606

(9)	Additional matters:

N/A

Signed by (by at least one authorized signatory): /s/ Jennifer Reiners

Consent of resident agent:


I		CT Corporation System		,

resident agent of the above limited liability company, consent to my appointment as resident agent pursuant to G.L. c 156C § 12*

*	or attach resident agent’s consent hereto.

CERTIFICATE OF AMENDMENT

OF A

DOMESTIC LIMITED LIABILITY COMPANY

June 8, 2015

1. Name of Domestic Limited Liability Company:

Raven Ventures LLC

2. Date the original Certificate of Organization was filed:

January 8, 2015

3. Name and business address, if different from its office address, of each Manager (if there are no managers, provide a statement to that effect):

The limited liability company is member managed.

4. Name and business address, if different from its office address, of each person authorized to execute documents to be filed with the Division (at least one person being named if there are no managers):


Name		Business Address
Suzanne S. Bettman		35 W. Wacker Drive Chicago, IL 60601
John R. Branstad		35 W. Wacker Drive Chicago, IL 60601
Thomas M. Carroll		35 W. Wacker Drive Chicago, IL 60601
Andrew B. Coxhead		35 W. Wacker Drive Chicago, IL 60601
Jeffrey G. Gorski		35 W. Wacker Drive Chicago, IL 60601
Janet M. Halpin		35 W. Wacker Drive Chicago, IL 60601
Maureen L. Kopp		35 W. Wacker Drive Chicago, IL 60601
Daniel N. Leib		35 W. Wacker Drive Chicago, IL 60601
Christine M. Maki		35 W. Wacker Drive Chicago, IL 60601
Thomas L. Moran		35 W. Wacker Drive Chicago, IL 60601
Anne N. Pease		35 W. Wacker Drive Chicago, IL 60601
Thomas J. Quinlan III		35 W. Wacker Drive Chicago, IL 60601
Jennifer B. Reiners		35 W. Wacker Drive Chicago, IL 60601

5. Name and business address, if different from its office address, of each person authorized to execute, acknowledge, deliver and record any recordable instrument purporting to affect an interest in real property whether to be filed with the Registry of Deeds or a district office of the Land Court, if any:


Name		Business Address
Suzanne S. Bettman		35 W. Wacker Drive Chicago, IL 60601
John R. Branstad		35 W. Wacker Drive Chicago, IL 60601
Thomas M. Carroll		35 W. Wacker Drive Chicago, IL 60601
Andrew B. Coxhead		35 W. Wacker Drive Chicago, IL 60601
Jeffrey G. Gorski		35 W. Wacker Drive Chicago, IL 60601
Janet M. Halpin		35 W. Wacker Drive Chicago, IL 60601
Maureen L. Kopp		35 W. Wacker Drive Chicago, IL 60601
Daniel N. Leib		35 W. Wacker Drive Chicago, IL 60601
Christine M. Maki		35 W. Wacker Drive Chicago, IL 60601
Thomas L. Moran		35 W. Wacker Drive Chicago, IL 60601
Anne N. Pease		35 W. Wacker Drive Chicago, IL 60601
Thomas J. Quinlan III		35 W. Wacker Drive Chicago, IL 60601
Jennifer B. Reiners		35 W. Wacker Drive Chicago, IL 60601

6. Amendment(s) to the Certificate of Organization is (are) as follows:

Article II of the Certificate of Organization of the company is hereby amended to read in its entirety:

(2) The street address of the office in the commonwealth at which its records will be maintained: 15 Wellman Avenue, N. Chelmsford, MA 01863.

Article III of the Certificate of Organization of the company is hereby amended to read in its entirety:

(3) The general character of the business: book manufacturing as well as content management and customization in new and traditional media.

[Signature page follows]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Amendment as of the date first listed above.


RAVEN VENTURES LLC

By:		/s/ Daniel N. Leib
Name:		Daniel N. Leib
Title:		Authorized Person

Exhibit 3.4

OPERATING AGREEMENT

FOR

RAVEN VENTURES LLC

This Operating Agreement (this “Agreement”) of Raven Ventures LLC, a Massachusetts limited liability company (the “Company”), is made and entered into as of the 30th day of January, 2015, by R. R. Donnelley & Sons Company, a Delaware corporation and the sole member of the Company (the “Member”).

PRELIMINARY STATEMENT

WHEREAS, a certificate of organization (the “Certificate of Organization”) has heretofore been filed with the Office of the Massachusetts Secretary of Commonwealth to form the Company under and pursuant to the Massachusetts Limited Liability Company Act, as amended (the “Act”);

WHEREAS, the Member owns 100% of the membership interests of the Company; and

WHEREAS, in accordance with the Act, the Member desires to enter into this Agreement to set forth the rights, powers and interests of the Member with respect to the Company and its membership interests therein and to provide for the management of the business and operations of the Company.

NOW, THEREFORE, the Member agrees as follows:

ARTICLE I.

ORGANIZATION

Section 1. Formation. The Company has been formed on January 8, 2015 as a Massachusetts limited liability company under and pursuant to the Act by the filing of the Certificate of Organization with the Office of the Massachusetts Secretary of Commonwealth. In the event of a conflict between the terms of this Agreement and the Certificate of Organization, the terms of the Certificate of Organization shall prevail.

Section 2. Name. The name of the Company is Raven Ventures LLC. To the extent permitted by the Act, the Company may conduct its business under one or more assumed names deemed advisable by the Member or an officer of the Company.

Section 3. Purposes. The purpose of the Company is to engage in any lawful business, trade, purpose or activity for which a limited liability company may be formed under the Act and to engage in any and all activities necessary or incidental thereto. The Company shall have all the powers necessary or convenient to effect any purpose for which it is formed, including all powers and privileges granted by the Act.

Section 4. Duration. The Company shall continue in existence until the Company shall be dissolved and its affairs wound up in accordance with this Agreement and, to the extent not superseded by this Agreement, the Act.

Section 5. Registered Office and Registered Agent; Principal Office.

(a) The registered office of the Company, required by the Act to be maintained in the Commonwealth of Massachusetts, shall be the initial registered office named in the Certificate of Organization or such other office (which need not be a place of business of the Company) as the Member or an officer of the Company may designate from time to time in the manner provided by the Act.

(b) The registered agent of the Company in the Commonwealth of Massachusetts shall be the initial registered agent named in the Certificate of Organization or such other person or entity as the Member or an officer of the Company may designate in the manner provided by the Act.

(c) The principal office of the Company shall be at such place as the Member or an officer of the Company may designate from time to time, and the Company shall maintain records there for inspection as required by the Act. The Company may have such other offices as the Member or an officer of the Company may designate from time to time.

Section 6. Qualification; Filings. The Member and any officer of the Company may execute, deliver and file any certificates or documents (and any amendments and/or restatements thereof) necessary or appropriate for the continuation, qualification and operation of a limited liability company in Massachusetts and in any other jurisdiction in which the Company may elect to do business.

Section 7. Disregarded Entity. Because the Company is a business entity that has a single owner and is not a corporation, it is disregarded as an entity separate from its owner for federal income tax purposes within the meaning of Section 1.368-2(b)(1)(i)(A) of the U.S. Treasury Regulations. Accordingly, all items of income, gain, loss, deduction and credit of the Company for all taxable periods will be treated for federal income tax purposes, and for state and local income and other tax purposes to the extent permitted by applicable law, as realized or incurred directly by the Member.

ARTICLE II.

MEMBERSHIP INTERESTS

Section 1. Sole Member. The Member was admitted as a member of the Company upon its execution of this Agreement and owns 100% of the membership interests of the Company and no other person has any right to take part in the ownership of the Company.

Section 2. Assignments. The Member may assign in whole or in part its membership interests in the Company. If the Member transfers all of its membership interests pursuant to this Section 2 of Article II, the transferee shall be admitted to the Company upon its execution of an instrument signifying its agreement to be bound by the terms and conditions of this Agreement. Such admission shall be deemed effective immediately prior to the transfer, and, immediately following such admission, the transferor shall cease to be a member of the Company.

Section 3. Admission of Additional Members. One or more additional members of the Company may be admitted to the Company with the written consent of the Member. Upon admission, new members shall sign an amended version of this Agreement approved by the Member and containing provisions appropriate for a Massachusetts limited liability company with more than one member.

Section 4. Transfers and Pledges. This Agreement shall not impose any restriction on the right of the Member to sell, transfer, assign, dispose of or pledge as collateral any membership interest of the Company.

Section 5. Liability to Third Parties. Except as otherwise provided by the Act, the debts, obligations and liabilities of the Company, whether arising in contract, tort or otherwise, shall be solely the debts, obligations and liabilities of the Company, and the Member shall not be personally liable, directly or indirectly, including, without limitation, by way of indemnification, contribution, assessment or otherwise in any capacity (including as a member or as a manager of the Company) for any such debt, obligation or liability.

ARTICLE III.

CAPITAL CONTRIBUTIONS; DISTRIBUTIONS

Section 1. No Required Capital Contributions. The Member shall not be obligated to make any capital contributions to the Company.

Section 2. Withdrawal of Capital. Except as otherwise provided herein or in the Act, the Member shall have no right to withdraw, or receive any return of, all or any portion of the Member’s capital contributions.

Section 3. Interest. No interest shall be paid by the Company on capital contributions.

Section 4. Distributions. Distributions shall be made to the Member at the times and in the amounts determined by the Member. Notwithstanding any provision to the contrary contained in this Agreement, the Company shall not make a distribution to the Member on account of its membership interest in the Company if such distribution would violate the Act or other applicable law.

ARTICLE IV.

MANAGEMENT OF THE COMPANY

Section 1. Management of Business. Except as otherwise expressly provided in this Agreement and subject to Section 4 of this Article IV, management of the Company shall be vested in the Member and the powers of the Company shall be exercised by or under the authority of, and the business and affairs of the Company shall be managed under the direction of, the Member. The Member has the authority to bind the Company.

Section 2. Officers.

(a) General. The Member may, from time to time, appoint officers of the Company to assist with the management of the business affairs of the Company. The officers shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Member. Unless the Member decides otherwise, if the title of an officer is one commonly used for officers of a corporation formed under the Massachusetts Business Corporation Act, as amended, the assignment of such title shall constitute the delegation to such person of the authorities and duties that are normally associated with that office. The Member may appoint a Chief Executive Officer, President, one or more Vice Presidents, Secretary, one or more Assistant Secretaries, Treasurer, one or more Assistant Treasurers and such other officers as the Member may determine. Any number of offices may be held by the same person.

(b) Term; Removal. Each officer of the Company shall hold office until such officer’s successor is chosen and qualified or such officer’s earlier death, resignation or removal. Any officer appointed by the Member may be removed at any time by the Member, with or without cause.

(c) Authority. Each officer of the Company shall have the authority and power to act for or on behalf of the Company, to do any act that would be binding on the Company, or to incur any expenditures on behalf of the Company in accordance with the power and authority delegated to such officer pursuant to this Agreement or otherwise by the Member or in accordance with applicable procedures and practices of the Company.

Section 3. Advances and Loans by Member. A Member may lend money to and transact other business with the Company and such Member shall have the same rights and obligations with respect thereto as a person who is not a Member. The Member may engage in transactions competitive with the business of the Company. Loans by the Member to the Company, or guarantees by the Member of Company indebtedness shall not be considered capital contributions to the Company. Any such advance shall be treated as a debt owing from the Company, payable at such times and with such rate of interest as shall be agreed upon by the Company and the Member making such advance or loan. Undistributed earnings and profits of the Company shall not be considered an advance of money to the Company.

Section 4. No Fiduciary Duties. Not by means of limitation of anything contained in this Agreement or the Act, the Member has no fiduciary duties to the Company whatsoever.

ARTICLE V.

MEETINGS OF MEMBERS

Section 1. Meetings. Meetings of members shall not be required as long as the Member remains the sole member of the Company.

Section 2. Action by Written Consent. Any action that may be taken at a meeting of the members may be taken without a meeting if consented to, in writing or by electronic transmission. Such consent shall have the same force and effect as a vote of the Member at a meeting duly called and held. No prior notice from the Member to the Company shall be required in connection with the use of a consent pursuant to this Section 2 of Article V.

ARTICLE VI.

OWNERSHIP OF COMPANY PROPERTY

All interests, properties, whether real or personal, rights of any type owned or held by the Company, whether owned or held by the Company at the date of its formation or thereafter acquired (collectively, “Company Property”), shall be deemed to be owned by the Company as an entity, and no member shall have any ownership interest in such Company Property or any portion thereof. Title to any or all Company Property may be held in the name of the Company or one or more nominees, as the Member or an officer of the Company may determine. All Company Property shall be recorded as the property of the Company on its books and records, irrespective of the name in which legal title to such Company Property is held.

ARTICLE VII.

BOOKS AND RECORDS

Section 1. Books and Records of Account. The Company shall maintain or cause to be maintained at all times adequate books, records, reports and accounts in accordance with generally accepted accounting principles consistently applied. All of the books of account of the Company shall at all times be maintained at the principal office of the Company, or at such other place or places as may be designated by the Member or an officer of the Company.

Section 2. Bank Accounts. The Company may maintain one or more bank, securities, brokerage or other accounts for such funds or other assets of the Company as it shall choose to deposit therein, and withdrawals therefrom shall be made upon such signature or signatures as the Member or an officer of the Company shall determine.

Section 3. Company Tax Returns. The Company shall file all tax returns, if any, required to be filed by the Company.

Section 4. Audits. The Company is not required to perform an audit each fiscal year but will do so if requested by the Member.

Section 5. Fiscal Year. The fiscal year of the Company shall end on the 31st day of December each year.

ARTICLE VIII.

INDEMNIFICATION; LIMITATION OF LIABILITY

Section 1. Right to Indemnification.

(a) Right to Indemnification of Members and Officers. The Company shall indemnify and hold harmless, to the fullest extent permitted by law as it presently exists or may hereafter be amended, any person or entity (an “Indemnified Person”) who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or

investigative (a “Proceeding”), by reason of the fact that such person, or a person for whom such person is the legal representative, is or was a member or any partner, member, director, trustee, manager, officer or employee of a member (each, a “Member Party”) or an officer of the Company or, while a Member Party or an officer of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, whether the basis of such Proceeding is alleged action in an official capacity as a Member Party or an officer or in any other capacity while serving at the request of the Company, as a director, officer, trustee, manager, employee or agent, against all liability and loss suffered and expenses (including attorneys’ fees) actually and reasonably incurred by such Indemnified Person in such Proceeding. Notwithstanding the preceding sentence, the Company shall be required to indemnify an Indemnified Person in connection with a Proceeding (or part thereof) commenced by or on behalf of such Indemnified Person only if the commencement of such Proceeding (or part thereof) by the Indemnified Person was authorized in advance by the Member.

(b) Prepayment of Expenses. The Company shall pay the expenses (including attorneys’ fees) actually and reasonably incurred by an Indemnified Person in connection with any Proceeding in advance of its final disposition; provided, however, that such payment of expenses in advance of the final disposition of the Proceeding shall be made only upon receipt of an undertaking by the Indemnified Person to repay all amounts advanced if it should be ultimately determined that the Indemnified Person is not entitled to be indemnified under this Section 1 of Article VIII or otherwise.

(c) Indemnification of Employees and Agents. The Company may indemnify and advance expenses to any person who was or is made or is threatened to be made or is otherwise involved in any Proceeding by reason of the fact that such person, or a person for whom such person is the legal representative, is or was an employee or agent of the Company or, while an employee or agent of the Company, is or was serving at the request of the Company as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person in connection with such Proceeding. The ultimate determination of entitlement to indemnification of persons who are non-officer employees or agents shall be made in such manner as is determined by the Member in its sole discretion. Notwithstanding the foregoing sentence, the Company shall not be required to indemnify a person described therein in connection with a Proceeding initiated by or on behalf of such person if the Proceeding was not authorized in advance by the Member.

(d) Advancement of Expenses of Employees and Agents. The Company may pay the expenses (including attorneys’ fees) actually and reasonably incurred by an employee or agent in defending any Proceeding in advance of its final disposition on such terms and conditions as may be determined by the Member.

(e) Non-Exclusivity of Rights. The rights conferred on any person or entity by this Section 1 of Article VIII shall not be exclusive of any other rights which such person or entity may have or hereafter acquire under any statute, provision of this Agreement, decision of the Member, agreement or otherwise.

(f) Other Indemnification. Except as provided in Section 1(a) of this Article VIII, the Company’s obligation under the provisions of this Section 1 of Article VIII, if any, to indemnify any person who was or is serving at its request as a director, officer, trustee, manager, employee or agent of another corporation or of a partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type, including service with respect to any employee benefit plan, shall be reduced by any amount such person collects as indemnification from such other corporation or such partnership, joint venture, limited liability company, trust, enterprise, nonprofit entity or other entity of any type; provided that no Indemnified Person shall have the obligation to reduce, offset, allocate, pursue or apportion any indemnification advancement, contribution or insurance coverage among multiple parties possessing such duties to such Indemnified Person prior to the Company’s satisfaction of its obligations under the provisions of this Section 1 of Article VIII.

(g) Insurance. The Member or an officer of the Company may, to the full extent permitted by law as it presently exists, or may hereafter be amended from time to time, authorize an appropriate officer or officers to purchase and maintain, at the Company’s expense, insurance: (i) to indemnify the Company for any obligation which it incurs as a result of the indemnification of any member, officer, employee or agent under the provisions of this Section 1 of Article VIII; and (ii) to indemnify or insure any Member Party, officer, employee or agent against liability in instances in which they may not otherwise be indemnified by the Company under the provisions of this Section 1 of Article VIII.

(h) Amendment or Repeal. Any repeal or modification of the foregoing provisions of this Section 1 of Article VIII, or adoption of any provision of this Agreement inconsistent with this Section 1 of Article VIII, shall not adversely affect any right or protection hereunder of any person or entity in respect of any act or omission occurring prior to the time of such repeal, modification or adoption of any inconsistent provision. The rights provided hereunder shall inure to the benefit of any Indemnified Person and such person’s or entity’s heirs, executors, administrators, receivers, trustees, successors, assignees and transferees.

Section 2. Limit on Liability of Member. The indemnification set forth in this Agreement shall in no event cause the Member to incur any liability or obligation to any Indemnified Person, the Company or any other third party.

ARTICLE IX.

DISSOLUTION AND WINDING UP

Section 1. Events Causing Dissolution. Subject to Section 2 of this Article IX, the Company shall be dissolved upon the first of the following events to occur:

(a) The written consent of the Member at any time to dissolve and wind up the affairs of the Company;

(b) The occurrence of any other event that terminates the continued membership of the Member in the Company unless the business of the Company is continued in a manner permitted by the Act; or

Section 2. Bankruptcy. Notwithstanding any other provision of this Agreement, Bankruptcy (as defined in Section 2(1) of the Act) of the Member shall not cause the Member to cease to be a member of the Company, and upon the occurrence of such an event, the business of the Company shall be automatically continued without dissolution.

Section 3. Winding Up. If the Company is dissolved pursuant to Section 1 of this Article IX, the Company’s affairs shall be wound up as soon as reasonably practicable as determined by the Member. During the period of the winding up of the affairs of the Company, the rights and obligations of the Member under this Agreement shall continue.

Section 4. Distributions on Liquidation.

(a) Upon completion of all desired sales of Company assets, and after payment of all selling costs and expenses, the proceeds of such sales, and any Company assets that are to be distributed in kind, will be distributed to the following groups in the following order of priority: (i) to satisfy Company liabilities to creditors, including the Member if it is a creditor, to the extent permitted by law; (ii) to satisfy Company obligations to the Member; and (iii) to the Member, on account of its membership interest in the Company. All distributions required under this Section 4 of Article IX shall be made to the Member within ninety (90) days after the date of such liquidation.

(b) The claims of each priority group specified above shall be satisfied in full before satisfying any claims of a lower priority group. If the assets available for disposition are insufficient to dispose of all claims of a priority group, the available assets shall be distributed in proportion to the amounts owed to each creditor or membership interests in such group.

ARTICLE X.

MISCELLANEOUS PROVISIONS

Section 1. Creditors. None of the provisions of this Agreement shall be for the benefit of, or enforceable by, any creditor of the Member or of the Company. No creditor who makes a loan to the Member or to the Company may have or acquire, solely as a result of making such loan, any membership interest or interest in the profits or property of the Company, other than such membership interest or interest in the profits or property of the Company that may be expressly granted to such creditor, with the written consent of the Member or an officer of the Company, pursuant to the terms of such loan.

Section 2. Entire Agreement. This Agreement constitutes the entire agreement with respect to the affairs of the Company and the conduct of its business, and supersedes all prior agreements and understandings, whether oral or written.

Section 3. Partial Invalidity. Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

Section 4. Amendment. This Agreement may be amended, supplemented or modified only by a written agreement executed by the Member.

Section 5. Binding Effect; Benefit. This Agreement shall be binding upon and shall inure to the benefit of the Member and the Company, all Indemnified Persons and their respective estates, heirs, legal or personal representatives, executors, administrators, receivers, trustees, successors, assignees and/or transferees.

Section 6. Governing Law. This Agreement shall be governed by and construed in accordance with the local, internal laws of the Commonwealth of Massachusetts (without giving effect to the conflicts or choice of law provisions thereof).

Section 7. Headings and Captions. All headings and captions contained in this Agreement are included for convenience of reference only and shall not be deemed a part of this Agreement.

Section 8. Terms Generally. The definitions of terms in this Agreement shall apply equally to the singular and plural forms of the terms defined. The term “and/or” is used herein to mean both “and” as well as “or.” The use of “and/or” in certain contexts in no respect qualifies or modifies the use of the terms “and” or “or” in others. “Or” shall not be interpreted to be exclusive unless the context otherwise requires; and “and” shall not be interpreted to require the conjunctive, in each case unless the context otherwise requires. The terms “include” and “including” are to be construed as non-exclusive (so that, by way of example and for the avoidance of doubt, “including” shall mean “including without limitation”), in each case, unless the context otherwise requires.

*********

IN WITNESS WHEREOF, the Member has executed this Agreement as of the date first set forth above.


SOLE MEMBER:
R. R. Donnelley & Sons Company

By:		/s/ Daniel N. Leib
Name:		Daniel N. Leib
Title:		Executive Vice President and
		Chief Financial Officer

Exhibit 99.1

Courier Shareholders Approve Merger with R.R. Donnelley

NORTH CHELMSFORD, Mass. – June 5, 2015 – Courier Corporation (“Courier”) (Nasdaq:CRRC) today announced that the Courier shareholders voted to approve the previously announced definitive agreement, dated as of February 5, 2015, pursuant to which R.R. Donnelley & Sons Company (“R.R. Donnelley”) (Nasdaq: RRD) will acquire Courier. At a special meeting held earlier today, approximately 78% of Courier shares outstanding and entitled to be voted, were voted in favor of the agreement. Courier shareholders also voted to approve, on an advisory (non-binding) basis, the compensation payable to certain executive officers of Courier in connection with the transaction.

About Courier

Courier Corporation is one of America’s major book manufacturers as well as a leader in content management and customization in new and traditional media. It also publishes books under two brands offering award-winning content and thousands of titles. Founded in 1824, Courier is headquartered in North Chelmsford, Massachusetts. For more information, visit www.courier.com.

About R.R. Donnelley

R.R. Donnelley (NASDAQ: RRD) is a global provider of integrated communications. The company works collaboratively with more than 60,000 customers worldwide to develop custom communications solutions that reduce costs, drive top-line growth, enhance ROI and increase compliance. Drawing on a range of proprietary and commercially available digital and conventional technologies deployed across four continents, the company employs a suite of leading Internet-based capabilities and other resources to provide premedia, printing, logistics and business process outsourcing services to clients in virtually every private and public sector.

For more information, and for R.R. Donnelley’s Global Social Responsibility Report, visit the company’s web site at http://www.rrdonnelley.com.

Additional Information and Where To Find It

This news release includes information relating to a proposed transaction between R.R. Donnelley and Courier. In connection with the proposed transaction, R.R. Donnelley has filed a proxy statement/prospectus with the SEC, which includes a final prospectus with respect to R.R. Donnelley shares to be issued in the proposed transaction and a definitive proxy statement of Courier with respect to the proposed transaction. This news release is not a substitute for the final proxy statement/prospectus or any other documents that R.R. Donnelley or Courier may file with the SEC or send to shareholders of Courier in connection with the proposed transaction. INVESTORS AND SECURITY HOLDERS OF COURIER ARE URGED TO READ THE FINAL PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS FILED OR THAT WILL BE FILED BY R.R. DONNELLEY OR COURIER WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. Investors and security holders may obtain free copies of the final proxy statement/prospectus and other relevant documents filed or that will be filed by R.R. Donnelley or Courier with the SEC through the website maintained by the SEC at http://www.sec.gov. Copies of the final proxy statement/prospectus and other relevant documents filed by R.R. Donnelley with the SEC are available free of charge on R.R. Donnelley’s internet website at http://investor.rrd.com/sec.cfm or by contacting R.R. Donnelley’s Investor Relations Department at (800) 742-4455. Copies of the proxy statement/prospectus and other relevant documents filed by Courier with the SEC are available free of charge on Courier’s internet website at www.courier.com or by contacting Courier Investor Relations at investorrelations@courier.com.

Use of Forward-Looking Statements

This news release includes certain “forward-looking statements” within the meaning of, and subject to the safe harbor created by, Section 21E of the Securities Exchange Act of 1934, as amended, including with respect to the business, strategy and plans of R.R. Donnelley and Courier, their expectations relating to the proposed transaction and their future financial condition and performance, including estimated synergies. Statements that are not historical facts, including statements about R.R. Donnelley or Courier managements’ beliefs and expectations, are forward-looking statements. Words such as “believes”, “anticipates”, “estimates”, “expects”, “intends”, “aims”,

“potential”, “will”, “would”, “could”, “considered”, “likely”, “estimate” and variations of these words and similar future or conditional expressions are intended to identify forward-looking statements but are not the exclusive means of identifying such statements. While R.R. Donnelley and Courier believe these expectations, assumptions, estimates and projections are reasonable, such forward-looking statements are only predictions and involve known and unknown risks and uncertainties, many of which are beyond R.R. Donnelley’s or Courier’s control. By their nature, forward-looking statements involve risk and uncertainty because they relate to events and depend upon future circumstances that may or may not occur. Actual results may differ materially from R.R. Donnelley’s and Courier’s current expectations depending upon a number of factors affecting their businesses and risks associated with the successful execution and integration of the proposed transaction and the performance of their businesses following such transaction. These factors include, among others, successful completion of the proposed transaction, the ability to implement plans for the integration of the proposed transaction and the receipt of required approvals for the proposed transaction, and such other risks and uncertainties detailed in R.R. Donnelley’s and Courier’s respective periodic public filings with the SEC, including but not limited to those discussed (i) under “Risk Factors” in R.R. Donnelley’s Form 10-K for the fiscal year ended December 31, 2014, in R.R. Donnelley’s subsequent filings with the SEC and in other investor communications of R.R. Donnelley from time to time and (ii) under “Risk Factors” in Courier’s Form 10-K for the fiscal year ended September 27, 2014 and in Courier’s subsequent filings with the SEC and in other investor communications of Courier from time to time. R.R. Donnelley and Courier do not undertake to and specifically decline any obligation to publicly release the results of any revisions to these forward-looking statements that may be made to reflect future events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

CONTACT:

Investor and Media Contact:

Courier Corporation

Peter M. Folger, +1-978-251-6000

Senior Vice President and Chief Financial Officer

investorrelations@courier.com

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