SEC Form 4 · accession 0001140361-16-046745

Quad/Graphics, Inc. · QUAD

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

Reporting owner

J Joel Quadracci

Officer — Chairman, Pres. & CEO · Director

Period of report

Jan 1, 2016

Accepted (ET)

Jan 5, 2016 · 6:25 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	Jan 1, 2016	A	300,000	$0.00	A	962,482	D
Class A Common Stock^F2	Apr 17, 2014	W	1,770	$0.00	A	5,490	I	By 401(a) Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Stock Options (Right to Buy)^F3	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,410	4,410	D
Stock Options (Right to Buy)^F4	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	5,250	5,250	D
Stock Options (Right to Buy)^F4	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	6,825	6,825	D
Stock Options (Right to Buy)^F5	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,675	3,675	D
Stock Options (Right to Buy)^F5	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,938	3,938	D
Stock Options (Right to Buy)^F6	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	9,000	9,000	D
Stock Options (Right to Buy)^F7	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,250	4,250	D
Stock Options (Right to Buy)^F8	$23.37	holding	—	—	—	—	Jan 31, 2017	Class A Common Stock	150,000	150,000	D
Stock Options (Right to Buy)^F9	$29.37	holding	—	—	—	—	Jan 31, 2018	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F10	$15.37	holding	—	—	—	—	Jan 31, 2019	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F10	$16.62	holding	—	—	—	—	Jan 31, 2020	Class A Common Stock	150,000	150,000	D
Stock Options (Right to Buy)^F11	$41.26	holding	—	—	—	—	Jan 1, 2021	Class A Common Stock	119,643	119,643	D
Stock Options (Right to Buy)^F12	$14.14	holding	—	—	—	—	Jan 1, 2022	Class A Common Stock	39,881	39,881	D
Class B Common Stock^F13	—	holding	—	—	—	—	—	Class A Common Stock	223,239	223,239	D
Class B Common Stock^F14,F13	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F15,F13	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F16,F13	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F17,F13	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F18,F13	—	holding	—	—	—	—	—	Class A Common Stock	1,752	1,752	I
Class B Common Stock^F19,F13	—	holding	—	—	—	—	—	Class A Common Stock	126,504	126,504	I
Class B Common Stock^F20,F13	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F21,F13	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F22,F13	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F23,F13	—	holding	—	—	—	—	—	Class A Common Stock	111,660	111,660	I

Explanation of responses

F1Includes 300,000 shares of restricted stock granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will vest on March 1, 2019.
F10Became 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.
F11Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
F12Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
F13Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
F14As 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.
F15As 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.
F16As 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.
F17As 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.
F18As 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.
F19As 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.
F2This number reflects distributions from the Plan subsequent to April 17, 2014 that were exempt from reporting.
F20As 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.
F21As 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.
F22As 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.
F23As 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.
F3Became 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.
F4Became 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.
F5Became 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.
F6Became 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.
F7Became 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.
F8Became 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.
F9Became 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.

Remarks

The reporting person no longer has a reportable interest in the following previously-reported holdings: (1) 119,837 shares of Class B common stock held indirectly by the reporting person as trustee of the HVQ 1992 Descendants Trust f/b/o H. Richard Quadracci; (2) 126,488 shares of Class B common stock held indirectly by the reporting person as trustee of the HVQ 1992 Descendants Trust f/b/o H. Kathryn Q. Flores and (3) 126,473 shares of Class B common stock held indirectly by the reporting person as trustee of the HVQ 1992 Descendants Trust f/b/o Elizabeth Q. Harned.