SEC Form 4 · accession 0001140361-16-063848
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
May 4, 2016
Accepted (ET)
May 6, 2016 · 4:12 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 StockF2 | May 4, 2016 | S | 28,571 | $14.3329 | D | 899,789 | D | |
| Class A Common StockF3 | May 4, 2016 | S | 46,667 | $15.0813 | D | 853,122 | D | |
| Class A Common Stock | May 4, 2016 | S | 1,000 | $16.00 | D | 852,122 | D | |
| Class A Common Stock | holding | — | — | — | 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)F4 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 4,410 | 4,410 | D |
| Stock Options (Right to Buy)F5 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 5,250 | 5,250 | D |
| Stock Options (Right to Buy)F5 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 6,825 | 6,825 | D |
| Stock Options (Right to Buy)F6 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 3,675 | 3,675 | D |
| Stock Options (Right to Buy)F6 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 3,938 | 3,938 | D |
| Stock Options (Right to Buy)F7 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 9,000 | 9,000 | D |
| Stock Options (Right to Buy)F8 | $13.4708 | holding | — | — | — | — | Nov 18, 2021 | Class A Common Stock | 4,250 | 4,250 | D |
| Stock Options (Right to Buy)F9 | $23.37 | holding | — | — | — | — | Jan 31, 2017 | Class A Common Stock | 150,000 | 150,000 | D |
| Stock Options (Right to Buy)F10 | $29.37 | holding | — | — | — | — | Jan 31, 2018 | Class A Common Stock | 100,000 | 100,000 | D |
| Stock Options (Right to Buy)F11 | $15.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 100,000 | 100,000 | D |
| Stock Options (Right to Buy)F11 | $16.62 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 150,000 | 150,000 | D |
| Stock Options (Right to Buy)F12 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 119,643 | 119,643 | D |
| Stock Options (Right to Buy)F13 | $14.14 | holding | — | — | — | — | Jan 1, 2022 | Class A Common Stock | 39,881 | 39,881 | D |
| Class B Common StockF14 | — | holding | — | — | — | — | — | Class A Common Stock | 223,239 | 223,239 | D |
| Class B Common StockF15,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 92 | 92 | I |
| Class B Common StockF16,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 92 | 92 | I |
| Class B Common StockF17,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 92 | 92 | I |
| Class B Common StockF18,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 92 | 92 | I |
| Class B Common StockF19,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 1,752 | 1,752 | I |
| Class B Common StockF20,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 126,504 | 126,504 | I |
| Class B Common StockF21,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 5,480 | 5,480 | I |
| Class B Common StockF22,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 5,480 | 5,480 | I |
| Class B Common StockF23,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 5,480 | 5,480 | I |
| Class B Common StockF24,F14 | — | holding | — | — | — | — | — | Class A Common Stock | 111,660 | 111,660 | I |
Explanation of responses
- F1The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 24, 2016.
- F10Became 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.
- F11Became 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.
- F12Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
- F13Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
- F14Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
- F15As 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.
- F16As 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.
- F17As 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.
- F18As 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.
- F19As 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.
- F2The price in Column 4 is a weighted average price. The prices actually received ranged from $14.00 to $14.83. 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.
- F20As 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.
- F21As 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.
- F22As 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.
- F23As 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.
- F24As 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.
- F3The price in Column 4 is a weighted average price. The prices actually received ranged from $15.00 to $15.41. 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.
- F4Became 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.
- F5Became 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.
- F6Became 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.
- F7Became 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.
- F8Became 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.
- F9Became 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.