SEC Form 4 · accession 0001140361-16-058758

Quad/Graphics, Inc. · QUAD

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

Reporting owner

John C Fowler

Officer — Vice Chairman & EVP

Period of report

Mar 18, 2016

Accepted (ET)

Mar 22, 2016 · 5:52 pm EDT

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	Mar 7, 2016	G	21,739	$0.00	D	223,831	D
Class A Common Stock^F1	Mar 7, 2016	G	21,739	$0.00	A	69,694	I	By Spouse
Class A Common Stock^F2	Mar 18, 2016	S	2,001	$13.752	D	221,830	D
Class A Common Stock	holding	—	—		—	11,488	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)	$13.4708	holding	—	—	—	May 14, 2012	Nov 18, 2021	Class A Common Stock	7,350	7,350	D
Stock Options (Right to Buy)	$19.12	holding	—	—	—	May 14, 2012	Nov 18, 2021	Class A Common Stock	6,500	6,500	D
Stock Options (Right to Buy)	$13.4708	holding	—	—	—	May 14, 2012	Nov 18, 2021	Class A Common Stock	17,500	17,500	D
Stock Options (Right to Buy)	$13.4708	holding	—	—	—	May 14, 2012	Nov 18, 2021	Class A Common Stock	10,000	10,000	D
Stock Options (Right to Buy)^F3	$23.37	holding	—	—	—	—	Jan 31, 2017	Class A Common Stock	318,000	318,000	D
Stock Options (Right to Buy)^F4	$29.37	holding	—	—	—	—	Jan 31, 2019	Class A Common Stock	30,000	30,000	D
Stock Options (Right to Buy)^F5	$15.37	holding	—	—	—	—	Jan 31, 2020	Class A Common Stock	30,000	30,000	D
Stock Options (Right to Buy)^F6	$16.62	holding	—	—	—	—	Jan 31, 2020	Class A Common Stock	45,000	45,000	D
Stock Options (Right to Buy)^F7	$41.26	holding	—	—	—	—	Jan 1, 2021	Class A Common Stock	34,218	34,218	D
Stock Options (Right to Buy)^F8	$14.14	holding	—	—	—	—	Jan 1, 2022	Class A Common Stock	34,218	34,218	D
Class B Common Stock^F10,F9	—	holding	—	—	—	—	—	Class A Common Stock	111,660	111,660	I

Explanation of responses

F1This number has been updated to reflect that 33,139 shares are held indirectly by the reporting person's spouse which shares had been previously reported as directly held by the reporting person.
F10As 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.
F2The price in Column 4 is a weighted average price. The prices actually received ranged from $13.75 to $13.79. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price.
F3Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
F4Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012.
F5Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012.
F6Became exercisable as to 14,850 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.
F7Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
F8Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
F9Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.