SEC Form 4 · accession 0001140361-16-069339
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
Jun 7, 2016
Accepted (ET)
Jun 9, 2016 · 5:05 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 | Jun 7, 2016 | M | 20,000 | $14.14 | A | 207,233 | D | |
| Class A Common Stock | Jun 7, 2016 | S | 20,000 | $20.00 | D | 187,233 | D | |
| Class A Common Stock | holding | — | — | — | 1,291 | I | By Spouse |
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)F7 | $14.14 | Jun 7, 2016 | M | 20,000 | D | — | Jan 1, 2022 | Class A Common Stock | 20,000 | 0 | D |
| 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)F2 | $23.37 | holding | — | — | — | — | Jan 31, 2017 | Class A Common Stock | 318,000 | 318,000 | D |
| Stock Options (Right to Buy)F3 | $29.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F4 | $15.37 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F5 | $16.62 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 45,000 | 45,000 | D |
| Stock Options (Right to Buy)F6 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 34,218 | 34,218 | D |
| Class B Common StockF9,F8 | — | 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.
- F2Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
- F3Became exercisable in two equal annual installments beginning on November 18, 2012.
- F4Became exercisable in three equal annual installments beginning on November 18, 2012.
- F5Became 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.
- F6Became exercisable in three equal annual installments beginning on January 1, 2013.
- F7Became exercisable in three equal annual installments beginning on January 1, 2014.
- F8Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
- F9As 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.