SEC Form 4 · accession 0001127602-19-001360

Quad/Graphics, Inc. · QUAD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

John C Fowler

Director

Period of report

Nov 20, 2017

Accepted (ET)

Jan 4, 2019 · 5:04 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001481792

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Class A Common Stock^F1	Nov 20, 2017	S	10,908	$21.7658	D	102,833	I	As Trustee - HRQ 2010 Tr
Class A Common Stock^F1	Nov 22, 2017	S	56,569	$21.8271	D	46,264	I	As Trustee - HRQ 2010 Tr
Class A Common Stock^F1	Nov 28, 2017	S	24,039	$21.8775	D	22,225	I	As Trustee - HRQ 2010 Tr
Class A Common Stock^F1	Nov 29, 2017	S	22,225	$21.8637	D	0	I	As Trustee - HRQ 2010 Tr
Class A Common Stock^F2,F3	Jan 1, 2019	A	9,058	$0.00	A	118,878	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Class B Common Stock^F5,F4	—	holding	—	—	—	—	—	Class A Common Stock	1,125	1,125	I
Class B Common Stock^F6,F4	—	holding	—	—	—	—	—	Class A Common Stock	1,125	1,125	I
Class B Common Stock^F7,F4	—	holding	—	—	—	—	—	Class A Common Stock	1,125	1,125	I
Stock Options (Right to Buy)^F8	$29.37	holding	—	—	—	—	Jan 31, 2019	Class A Common Stock	30,000	30,000	D
Stock Options (Right to Buy)^F8	$41.26	holding	—	—	—	—	Dec 31, 2020	Class A Common Stock	34,218	34,218	D

Explanation of responses

F1As Trustee for the HRQ 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.
F2Includes 9,058 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will be delivered to the reporting person on the earlier of January 1, 2021 or the reporting person's separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend date.
F3Includes 175 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted
F4Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
F5As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F6As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F7As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
F8All options are fully vested and currently exercisable.