Edgar Filing: Quad/Graphics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Quadracci J Joel

2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [QUAD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman, Pres. & CEO

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2014

(Street)

SUSSEX, WI 53089

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/12/2014		M		39,881	A	$ 14.14	492,561	D
Class A Common Stock								3,720	I	By 401(a) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

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

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 14.14

11/12/2014

39,881

⁽¹⁰⁾

01/01/2022

Class A Common Stock

39,881

$ 0

79,762

Stock Options (Right to Buy)

$ 13.4708

⁽¹⁾

11/18/2021

Class A Common Stock

4,410

Stock Options (Right to Buy)

$ 13.4708

⁽²⁾

11/18/2021

Class A Common Stock

5,250

Stock Options (Right to Buy)

$ 13.4708

⁽²⁾

11/18/2021

Class A Common Stock

6,825

Stock Options (Right to Buy)

$ 13.4708

⁽³⁾

11/18/2021

Class A Common Stock

3,675

Stock Options (Right to Buy)

$ 13.4708

⁽³⁾

11/18/2021

Class A Common Stock

3,938

Stock Options (Right to Buy)

$ 13.4708

⁽⁴⁾

11/18/2021

Class A Common Stock

9,000

Stock Options (Right to Buy)

$ 13.4708

⁽⁵⁾

11/18/2021

Class A Common Stock

4,250

Stock Options (Right to Buy)

$ 23.37

⁽⁶⁾

01/31/2017

Class A Common Stock

150,000

Stock Options (Right to Buy)

$ 29.37

⁽⁷⁾

01/31/2018

Class A Common Stock

100,000

Stock Options (Right to Buy)

$ 15.37

⁽⁸⁾

01/31/2019

Class A Common Stock

100,000

Stock Options (Right to Buy)

$ 16.62

⁽⁸⁾

01/31/2020

Class A Common Stock

150,000

Stock Options (Right to Buy)

$ 41.26

⁽⁹⁾

01/01/2021

Class A Common Stock

119,643

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

223,239

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

As trustee - AQH Tr ⁽¹²⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

As trustee - EQH Tr ⁽¹³⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

1,752

As trustee - HRQ for Joel ⁽¹⁴⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

5,480

As trustee - HVQF Tr ⁽¹⁵⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

5,480

As trustee - IMF Tr ⁽¹⁶⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

As trustee - KBH Tr ⁽¹⁷⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

5,480

As trustee - KMF Tr ⁽¹⁸⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

As trustee - WVH Tr ⁽¹⁹⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

119,837

As trustee - HVQ for Richard ⁽²⁰⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

126,488

As trustee - HVQ for Kathryn ⁽²¹⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

126,504

As trustee - HVQ for Joel ⁽²²⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

126,473

As trustee - HVQ for Elizabeth ⁽²³⁾

Class B Common Stock

⁽¹¹⁾

Class A Common Stock

111,660

As trustee - HQH 2010 Tr ⁽²⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Quadracci J Joel C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX, WI 53089	X		Chairman, Pres. & CEO

Signatures

/s/ Jennifer J. Kent, Attorney-In-Fact for J. Joel Quadracci		11/14/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Became exercisable as to 3,307 shares on May 14, 2012, and become exercisable ratably over the next two years with respect to the remaining shares beginning on November 18, 2012.
(2)	Became exercisable as to 3,150 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(3)	Became exercisable as to 1,575 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(4)	Became exercisable as to 3,500 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(5)	Became exercisable as to 1,500 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(6)	Became exercisable as to 75,000 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(7)	Became exercisable as to 40,000 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(8)	Became exercisable as to 30,000 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
(9)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
(10)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
(11)	Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
(12)	As Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(13)	As Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(14)	As Trustee for the HRQ 1990 Descendants Trust for Joel. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(15)	As Trustee for the Harry Virgil Quadracci Flores 2002 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(16)	As Trustee for the Isabella Marion Flores 1999 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(17)	As Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(18)	Represents deposit into voting trust of shares previously reported as owned as Trustee for the Kaitlin Mary Flores 2000 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(19)	As Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(20)	As Trustee for the HVQ 1992 Descendants Trust f/b/o H. Richard Quadracci. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(21)	As Trustee for the HVQ 1992 Descendants Trust f/b/o H. Kathryn Q. Flores. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(22)	As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(23)	As Trustee for the HVQ 1992 Descendants Trust f/b/o Elizabeth Q. Harned. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(24)	As Trustee for the H. Richard Quadracci 2010 Trust. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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