SEC Form 4 · accession 0001140361-16-065284
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
May 11, 2016
Accepted (ET)
May 13, 2016 · 6:53 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 | May 11, 2016 | I | 11,488 | $15.0548 | D | 0 | I | By 401(a) Plan |
| Class A Common StockF2 | May 11, 2016 | S | 10,000 | $18.0252 | D | 11,291 | I | By Spouse |
| Class A Common StockF3 | May 12, 2016 | S | 900 | $18.0044 | D | 10,391 | I | By Spouse |
| Class A Common Stock | holding | — | — | — | 187,233 | D |
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)F4 | $23.37 | holding | — | — | — | — | Jan 31, 2017 | Class A Common Stock | 318,000 | 318,000 | D |
| Stock Options (Right to Buy)F5 | $29.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F6 | $15.37 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F7 | $16.62 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 45,000 | 45,000 | D |
| Stock Options (Right to Buy)F8 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 34,218 | 34,218 | D |
| Stock Options (Right to Buy)F9 | $14.14 | holding | — | — | — | — | Jan 1, 2022 | Class A Common Stock | 34,218 | 34,218 | D |
| Class B Common StockF11,F10 | — | 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.
- F10Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
- F11As 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 $18.00 to $18.0901. 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.
- F3The price in Column 4 is a weighted average price. The prices actually received ranged from $18.00 to $18.005. 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 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
- F5Became exercisable in two equal annual installments beginning on November 18, 2012.
- F6Became exercisable in three equal annual installments beginning on November 18, 2012.
- F7Became exercisable as to 14,850 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
- F8Became exercisable in three equal annual installments beginning on January 1, 2013.
- F9Became exercisable in three equal annual installments beginning on January 1, 2014.