SEC Form 4 · accession 0001140361-17-000562
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathryn Quadracci Flores
Director
Period of report
Jan 1, 2017
Accepted (ET)
Jan 4, 2017 · 9:24 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 StockF1,F2 | Jan 1, 2017 | A | 4,332 | $0.00 | A | 206,906 | D | |
| Class A Common StockF4 | Jan 3, 2017 | S | 5,182 | $26.5253 | D | 201,724 | D | |
| Class A Common StockF5 | Jan 3, 2017 | S | 13,800 | $26.0321 | D | 187,924 | D | |
| Class A Common StockF6 | Jan 3, 2017 | S | 1,200 | $26.80 | D | 186,724 | D | |
| Class A Common StockF5 | Jan 3, 2017 | S | 13,900 | $26.034 | D | 172,824 | D | |
| Class A Common StockF7 | Jan 3, 2017 | S | 1,100 | $26.8245 | D | 171,724 | D | |
| Class A Common StockF8 | Jan 4, 2017 | S | 17,000 | $25.508 | D | 154,724 | D | |
| Class A Common StockF9 | Jan 4, 2017 | S | 17,000 | $25.5081 | D | 137,724 | D | |
| Class A Common Stock | holding | — | — | — | 1,736 | I | By 401(a) Plan | |
| Class A Common Stock | holding | — | — | — | 5,823 | I | As trustee - HRQ 2014 Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF10 | — | holding | — | — | — | — | — | Class A Common Stock | 37,828 | 37,828 | I |
| Class B Common StockF10 | — | holding | — | — | — | — | — | Class A Common Stock | 225,083 | 225,083 | D |
Explanation of responses
- F1Includes 4,332 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will be delivered to the reporting person on the earlier of January 1, 2019 or the reporting person's separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend date.
- 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.
- F2Includes 255 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted.
- F3These 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.
- F4The price in Column 4 is a weighted average price. The prices actually received ranged from $26.29 to $26.93. 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 $25.65 to $26.64. 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 $26.67 to $26.93. 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 $26.71 to $26.93. 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.
- F8The price in Column 4 is a weighted average price. The prices actually received ranged from $25.29 to $25.97. 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.
- F9The price in Column 4 is a weighted average price. The prices actually received ranged from $25.285 to $25.97. 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.