SEC Form 4 · accession 0001140361-16-088460

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

Nov 29, 2016

Accepted (ET)

Dec 1, 2016 · 7:31 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	Nov 29, 2016	M	20,407	$23.37	A	817,279	D
Class A Common Stock^F1	Nov 29, 2016	S	20,407	$27.6595	D	796,872	D
Class A Common Stock	Nov 29, 2016	M	17,600	$23.37	A	814,472	D
Class A Common Stock^F2	Nov 29, 2016	S	17,600	$27.2549	D	796,872	D
Class A Common Stock^F5	Nov 29, 2016	W	198,353	$0.00	A	198,353	I	As trustee - HRQ 2010 Tr
Class A Common Stock	Nov 29, 2016	W	198,353	$0.00	A	995,225	D
Class A Common Stock^F6	Nov 30, 2016	S	58,601	$28.3432	D	936,624	D
Class A Common Stock^F7	Nov 30, 2016	S	10,000	$28.2245	D	926,624	D
Class A Common Stock	holding	—	—		—	5,524	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)^F13	$23.37	Nov 29, 2016	M	20,407	D	—	Jan 31, 2017	Class A Common Stock	20,407	17,600	D
Stock Options (Right to Buy)^F13	$23.37	Nov 29, 2016	M	17,600	D	—	Jan 31, 2017	Class A Common Stock	17,600	0	D
Class B Common Stock^F18	—	Nov 29, 2016	W	2,082	A	—	—	Class A Common Stock	2,082	233,568	D
Class B Common Stock^F5,F18	—	Nov 29, 2016	W	2,081	A	—	—	Class A Common Stock	2,081	113,741	I
Stock Options (Right to Buy)^F8	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,410	4,410	D
Stock Options (Right to Buy)^F9	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	5,250	5,250	D
Stock Options (Right to Buy)^F9	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	6,825	6,825	D
Stock Options (Right to Buy)^F10	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,675	3,675	D
Stock Options (Right to Buy)^F10	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,938	3,938	D
Stock Options (Right to Buy)^F11	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	9,000	9,000	D
Stock Options (Right to Buy)^F12	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,250	4,250	D
Stock Options (Right to Buy)^F14	$29.37	holding	—	—	—	—	Jan 31, 2018	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F15	$15.37	holding	—	—	—	—	Jan 31, 2019	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F15	$16.62	holding	—	—	—	—	Jan 31, 2020	Class A Common Stock	150,000	150,000	D
Stock Options (Right to Buy)^F16	$41.26	holding	—	—	—	—	Jan 1, 2021	Class A Common Stock	119,643	119,643	D
Stock Options (Right to Buy)^F17	$14.14	holding	—	—	—	—	Jan 1, 2022	Class A Common Stock	39,881	39,881	D
Class B Common Stock^F19,F18	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F20,F18	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F21,F18	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F22,F18	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F23,F18	—	holding	—	—	—	—	—	Class A Common Stock	120,009	120,009	I
Class B Common Stock^F24,F18	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F25,F18	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F26,F18	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I

Explanation of responses

F1The price in Column 4 is a weighted average price. The prices actually received ranged from $27.60 to $27.725. 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 a weighted average price.
F10Became 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.
F11Became 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.
F12Became 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.
F13Became 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.
F14Became 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.
F15Became 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.
F16Became exercisable in three equal annual installments beginning on January 1, 2013.
F17Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
F18Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
F19As 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.
F2The price in Column 4 is a weighted average price. The prices actually received ranged from $27.25 to $27.265. 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 a weighted average price.
F20As 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.
F21As 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.
F22As 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.
F23As 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.
F24As 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.
F25As 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.
F26As 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.
F3The transaction represents the settlement of an estate of which the reporting person is a trustee of a beneficiary.
F4The transaction represents the settlement of an estate of which the reporting person is a beneficiary and is being done for diversification purposes.
F5As 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.
F6The price in Column 4 is a weighted average price. The prices actually received ranged from $28.04 to $28.61. 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 a weighted average price.
F7The price in Column 4 is a weighted average price. The prices actually received ranged from $28.13 to $28.32. 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 a weighted average price.
F8Became 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.
F9Became 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.