SEC Form 4 · accession 0001140361-16-089559
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Fowler
Officer — Vice Chairman & EVP · Director
Period of report
Dec 9, 2016
Accepted (ET)
Dec 13, 2016 · 5:09 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 StockF2,F3 | Dec 9, 2016 | S | 25,000 | $26.1925 | D | 173,353 | I | As trustee - HRQ 2010 Tr. |
| Class A Common StockF4,F3 | Dec 9, 2016 | S | 25,000 | $26.3734 | D | 148,353 | I | As trustee - HRQ 2010 Tr. |
| Class A Common StockF5,F3 | Dec 12, 2016 | S | 9,400 | $26.2524 | D | 138,953 | I | As trustee - HRQ 2010 Tr. |
| Class A Common StockF3 | Dec 13, 2016 | S | 15,600 | $26.25 | D | 123,353 | I | As trustee - HRQ 2010 Tr. |
| Class A Common StockF6,F3 | Dec 13, 2016 | S | 25,000 | $26.7503 | D | 98,353 | I | As trustee - HRQ 2010 Tr. |
| Class A Common Stock | holding | — | — | — | 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) | $19.12 | holding | — | — | — | May 14, 2012 | Nov 18, 2021 | Class A Common Stock | 6,500 | 6,500 | D |
| Stock Options (Right to Buy)F7 | $29.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F8 | $16.62 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 9,000 | 9,000 | D |
| Stock Options (Right to Buy)F9 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 34,218 | 34,218 | D |
| Class B Common StockF3,F10 | — | holding | — | — | — | — | — | Class A Common Stock | 113,741 | 113,741 | I |
Explanation of responses
- F1These shares were previously received in the finalization of the estate of Elizabeth E. Quadracci, a co-founder and former director of the Company who died in 2013. As a result of the estate tax finalization, the beneficiaries of the estate received additional shares of class A common stock and class B common stock of the Company and, in light of their already extensive holdings, the beneficiaries have sold, or intend to sell, some of the class A shares received from the estate for diversification purposes. These planned sales will not have a material impact on the Quadracci family's ownership or control of the Company.
- 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.
- F2The price in Column 4 is a weighted average price. The prices actually received ranged from $26.03 to $26.46. 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.
- F3As 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.
- F4The price in Column 4 is a weighted average price. The prices actually received ranged from $26.13 to $26.485. 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.
- F5The price in Column 4 is a weighted average price. The prices actually received ranged from $26.25 to $26.265. 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.
- F6The price in Column 4 is a weighted average price. The prices actually received ranged from $26.75 to $26.77. 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.
- F7Became exercisable in two equal annual installments beginning on November 18, 2012.
- F8Became 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.
- F9Became exercisable in three equal annual installments beginning on January 1, 2013.