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CORRESP
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CORRESP

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 April 27, 2017

VIA EDGAR

 Securities and Exchange Commission,

     Division of Corporation Finance,

        100 F Street, N.E.,

            Washington, D.C. 20549.

Attn:
Larry Spirgel, Assistant Director

Re:
Donnelley Financial Solutions, Inc.

Registration Statement on Form S-1

Filed March 24, 2017

File No. 333-216933

 Dear Mr. Spirgel:

On behalf of Donnelley Financial Solutions, Inc. (the “Company”), set forth below is the response to the comment of the staff (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) received by letter, dated April 12, 2017, relating to the Company’s Registration Statement on Form S-1 filed with the Commission on March 24,
2017 (the “Registration Statement”).

 For your convenience, the text of the Staff’s comment is set forth in italics below,
followed by the response. The response set forth below has been provided to the Company by R.R. Donnelley & Sons Company (“R.R. Donnelley & Sons”).

1.
We note that the structure of this offering involves the transfer of shares from R.R. Donnelley & Sons to creditors of the company for the purpose of satisfying certain debt obligations, followed by the sale
of those shares through an underwriter who will acquire the shares directly from the creditors and “act” as the selling stockholder. Please explain the purpose of structuring the transaction as a debt-for-equity exchange in this manner.
Explain why R.R. Donnelley & Sons’ shares are not being offered directly through an underwriter with the proceeds of such an offering being used to satisfy the company’s debt obligations. Confirm that any creditors who are selling
stockholders will be identified as selling stockholders after effectiveness pursuant to Rule 430B.

 Response:

On October 1, 2016, R.R. Donnelley & Sons distributed approximately 80.75 percent of the outstanding shares of the Company’s
common stock to R.R. Donnelley & Sons’ stockholders in a transaction (the “Spin-Off”) that was intended to qualify for tax-free treatment to R.R. Donnelley & Sons and its stockholders under Sections 355 and
368(a)(1)(D) of the Internal Revenue Code of 1986, as amended (the “Code”).

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 Securities and Exchange Commission

April 27, 2017

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 Section 361(c) of the Code provides that a distributing corporation in a spin-off
generally will not recognize gain or loss upon the distribution to its shareholders or creditors of stock or securities of a controlled corporation pursuant to the plan of reorganization. The Internal Revenue Service (the “Service”) has
generally treated debt-for-stock exchanges as tax-free for U.S. federal income tax purposes in circumstances where creditors of the distributing corporation acquired stock of a controlled corporation in repayment of such debt, even where such
creditors acquired such stock with a view to disposing of it in a subsequent transaction (including as underwriters in a public offering). Accordingly, a distributing corporation is generally able to repay or otherwise extinguish its existing debt
using stock of a controlled corporation in connection with a spin-off without incurring the tax cost associated with a taxable disposition of such stock. In contrast, a disposition of the stock of a controlled corporation for cash is generally a
taxable transaction, even when effected in connection with a spin-off and where proceeds are used to repay debt of the distributing corporation.

As such, R.R. Donnelley & Sons expects to dispose of its remaining shares of the Company’s common stock in a transaction that is
similar to debt-for-stock exchanges generally respected by the Service as tax-free for U.S. federal income tax purposes. R.R. Donnelley & Sons respectfully submits that structuring the transaction as a debt-for-stock exchange in this
manner, followed by the sale of the shares exchanged in the debt-for-stock exchange through one or more underwriters who will acquire those shares directly from the selling stockholders, is consistent with other transactions described in
registration statements filed with the Commission.

 In advance of the offering, Citigroup Global Markets Inc., Merrill Lynch, Pierce,
Fenner & Smith Incorporated, J.P. Morgan Securities LLC and Wells Fargo Securities, LLC (collectively, the “Selling Stockholders”) or their affiliates will acquire certain debt obligations of R.R. Donnelley & Sons (the
“RRD Notes”) through open-market purchases and/or a third party cash tender offer. Pursuant to the debt-for-stock exchange, R.R. Donnelley & Sons will exchange the shares of the Company’s common stock owned by it for the
RRD Notes held by the Selling Stockholders or their affiliates. The Selling Stockholders will then sell those shares through the underwriters in the public offering pursuant to the Registration Statement. In addition, the Selling Stockholders will
also act as underwriters for the offering.

 The Company respectfully submits that it will revise the disclosure on the cover page and pages
i, 5, 6, 25, 28, 105, 106, 121, 122, 123, 127 and II-1 of the Registration Statement to reflect the foregoing in an amendment that it will file shortly to reflect its first quarter financial results. Marked copies of those pages of the
Registration Statement reflecting the proposed changes are attached hereto as Annex A.

 Please do not hesitate to call me at
(212) 558-4312 with any questions or further comments you may have regarding this letter or if you wish to discuss the above response.

Respectfully submitted,

/s/ Robert W. Downes

Robert W. Downes

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 Securities and Exchange Commission

April 27, 2017

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cc:
Joshua Shainess

(Securities and Exchange Commission)

Daniel N. Leib

Jennifer Reiners

(Donnelley Financial Solutions, Inc.)

Michael J. Zeidel, Esq.

(Skadden, Arps, Slate, Meagher & Flom LLP)

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 The information in this preliminary prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these
securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED MARCH 24, 2017

PRELIMINARY PROSPECTUS

 6,242,802 Shares

Donnelley Financial Solutions, Inc.

Common Stock

 $
    per share

This is a public offering of shares of common stock, par value $0.01 per share, of Donnelley Financial Solutions, Inc. Our common stock is
listed on the New York Stock Exchange under the symbol “DFIN”. On March 23, 2017, the last reported sales price of our common stock was $19.25 per share.

Citigroup Global Markets, Inc., or Citigroup, Merrill Lynch, Pierce, Fenner & Smith Incorporated, or Merrill Lynch, J.P. Morgan
Securities LLC, or J.P. Morgan, and Wells Fargo Securities, LLC, or Wells Fargo, are selling 6,242,802 shares of our common stock. We are registering the offer and sale of our common stock to satisfy registration rights we have granted to
the selling stockholders. We will not receive any of the proceeds from the sale of those shares. R.R. Donnelley & Sons Company, or RRD, will exchange the shares of common stock to be sold in this offering (which constitutes RRD’s
entire remaining position in our common stock) with the selling stockholders or their affiliates, who are the underwriters or their affiliates, in a debt-for-equity exchange for certain debt obligations of RRD held by the selling
stockholders or their affiliates. Citigroup, Merrill Lynch, J.P. Morgan and Wells Fargo, as selling stockholders, are offering to sell those shares pursuant to this offering. RRD may be deemed to be a selling
stockholder in this offering solely for U.S. federal securities laws purposes.

 Investing in
our common stock involves risk. See Risk Factors beginning on page 13 to read about factors you should consider before buying shares of the common stock.

Neither the Securities and Exchange Commission nor any state securities commission has approved or passed upon the adequacy or accuracy of
this prospectus. Any representation to the contrary is a criminal offense.

Per Share

Total

 Public Offering Price

$

$

 Underwriting Discounts and Commissions

$

$

 Proceeds to selling stockholders (before expenses)

$

$

 We have granted the underwriters an option to purchase up to an additional 936,420 shares of our common stock
within 30 days of this prospectus. If the underwriters exercise their option to purchase additional shares of our common stock in full, the net proceeds to us would be $            , after
deducting estimated underwriting discounts and commissions. We intend to use the proceeds from the offering of any additional shares purchased from us by the underwriters for general corporate purposes. See “Use of Proceeds” for additional
information.

 The underwriters expect to deliver the common shares to purchasers on or
about             , 2017 through the book-entry facilities of The Depository Trust Company.

Citigroup

BofA Merrill Lynch

J.P. Morgan

Wells Fargo Securities

Prospectus dated            , 2017.

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 TABLE OF CONTENTS

Page

 SUMMARY

1

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

11

 RISK FACTORS

13

 USE OF PROCEEDS

28

 DIVIDEND POLICY

29

 CAPITALIZATION

30

 UNAUDITED PRO FORMA CONSOLIDATED AND COMBINED FINANCIAL
INFORMATION

31

 SELECTED HISTORICAL CONSOLIDATED AND COMBINED FINANCIAL DATA

34

 MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
 OPERATIONS

37

 BUSINESS

62

 CORPORATE GOVERNANCE AND MANAGEMENT

69

 EXECUTIVE COMPENSATION

77

 PRINCIPAL AND SELLING STOCKHOLDERS

105

 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

107

 DESCRIPTION OF CAPITAL STOCK

113

 MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS FOR NON-U.S. HOLDERS
 OF OUR COMMON STOCK

118

 UNDERWRITING (CONFLICTS OF INTEREST)

121

 VALIDITY OF COMMON STOCK

127

 EXPERTS

128

 AVAILABLE INFORMATION

129

 INDEX TO CONSOLIDATED AND COMBINED FINANCIAL STATEMENTS

F-1

 Neither we, RRD, the selling stockholders, nor the underwriters (or any of our or their respective
affiliates) have authorized anyone to provide any information other than that contained in this prospectus or in any free writing prospectus prepared by or on behalf of us or to which we have referred you. Neither we, RRD, the selling
stockholders, nor the underwriters (or any of our or their respective affiliates) take any responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. RRD, the selling
stockholders, and the underwriters (or any of their respective affiliates) are not, making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in
this prospectus is only accurate as of the date on the front cover of this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

We own or have rights to certain trademarks and trade names that we use in conjunction with the operations of our business. Each trademark,
trade name or service mark of any other company appearing in this prospectus belongs to its holder. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the “®” or “™” symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent possible under applicable law, our rights or the
rights of the applicable licensor to these trademarks and trade names. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, any
other companies.

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 Recent Developments

Debt-for-Equity Exchange

 In connection
with this offering, RRD will exchange the shares of common stock of the Company owned by it for certain debt obligations of RRD held by the selling stockholders. The selling stockholders are offering such shares pursuant to this
offering. The settlement of the debt-for-equity exchange will occur on the settlement date of this offering, immediately prior to the settlement of this offering. See “Underwriting (Conflicts of Interest)—Conflicts of Interest—The
Debt-for-Equity Exchange.”

 Company Information

We are a Delaware corporation with our principal executive offices at 35 West Wacker Drive, Chicago, Illinois 60601. Our telephone number as of
the date of this prospectus is (312) 326-8000.

 Donnelley Financial was incorporated on February 22, 2016 as a direct,
wholly-owned subsidiary of RRD. On October 1, 2016, RRD completed the Distribution of approximately 80.75% of Donnelley Financial’s issued and outstanding shares of common stock on the basis of one share of Donnelley Financial common stock
for every eight shares of RRD common stock held as of the close of business on September 23, 2016, the record date.

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 The Offering

 The offering

6,242,802 shares of common stock offered by the selling stockholders.

 Common stock outstanding immediately before this offering

32,781,803 shares.

 Common stock outstanding immediately after this offering

32,781,803 shares (33,718,223 shares if the underwriters exercise in full their option to purchase additional shares of common stock from us).

 Option to purchase additional shares of common stock from us

We have granted the underwriters an option, exercisable for 30 days after the date of this prospectus, to purchase up to an additional 936,420 shares from us.

 Use of proceeds

We will not receive any proceeds from the sale of our common stock by the selling stockholders. If the underwriters exercise their option to purchase additional shares of our common stock in full, the net proceeds to us would be
$            , after deducting the estimated underwriting discounts and commissions. We intend to use the proceeds from the offering of any additional shares of our common stock purchased
from us by the underwriters for general corporate purposes.

 Dividend Policy

We have not paid any dividends and do not anticipate paying any cash dividends in the foreseeable future. Our board of directors retains the discretion to declare and pay all dividends, if any. See “Dividend Policy”.

 Conflicts of Interest

Pursuant to the debt-for-equity exchange, RRD will exchange the shares of common stock of the Company owned by it for certain debt obligations of RRD held by the selling stockholders or their affiliates. The debt obligations exchanged
will be cancelled or otherwise deemed satisfied upon delivery to RRD. The selling stockholders are offering such shares pursuant to this offering.

The underwriters for this offering are also the selling stockholders in this offering. As selling stockholders, the underwriters or their affiliates will receive all the net proceeds of this offering (except for
proceeds from any exercise by the underwriters of their option to purchase additional shares from us).

 Those underwriters or their affiliates who will receive more than 5% of the offering proceeds in connection with the
extinguishment of debt have a “conflict of interest” in connection with this offering under Rule 5121(f)(5)(C)(i) of the FINRA Conduct Rules. Pursuant to Rule 5121, the appointment of a qualified independent underwriter is

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 We cannot be sure that our investments or operations in other countries will produce desired levels of net sales
or that one or more of the factors listed above will not affect our global business.

 We have a limited operating history as a public company.

 We have only been a public company for several months, and thus there