SEC Form 4 · accession 0001140361-17-003275

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

Jan 25, 2017

Accepted (ET)

Jan 27, 2017 · 5:58 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^F2	Jan 25, 2017	S	33,612	$27.0097	D	1,037,410	D
Class A Common Stock	Jan 26, 2017	S	16,388	$27.00	D	1,021,022	D
Class A Common Stock	holding	—	—		—	5,456	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)^F3	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,410	4,410	D
Stock Options (Right to Buy)^F4	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	5,250	5,250	D
Stock Options (Right to Buy)^F4	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	6,825	6,825	D
Stock Options (Right to Buy)^F5	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,675	3,675	D
Stock Options (Right to Buy)^F5	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	3,938	3,938	D
Stock Options (Right to Buy)^F6	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	9,000	9,000	D
Stock Options (Right to Buy)^F7	$13.4708	holding	—	—	—	—	Nov 18, 2021	Class A Common Stock	4,250	4,250	D
Stock Options (Right to Buy)^F8	$29.37	holding	—	—	—	—	Jan 31, 2018	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F9	$15.37	holding	—	—	—	—	Jan 31, 2019	Class A Common Stock	100,000	100,000	D
Stock Options (Right to Buy)^F9	$16.62	holding	—	—	—	—	Jan 31, 2020	Class A Common Stock	150,000	150,000	D
Stock Options (Right to Buy)^F10	$41.26	holding	—	—	—	—	Jan 1, 2021	Class A Common Stock	119,643	119,643	D
Stock Options (Right to Buy)^F11	$14.14	holding	—	—	—	—	Jan 1, 2022	Class A Common Stock	39,881	39,881	D
Class B Common Stock^F12	—	holding	—	—	—	—	—	Class A Common Stock	233,568	233,568	D
Class B Common Stock^F13,F12	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F14,F12	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F15,F12	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F16,F12	—	holding	—	—	—	—	—	Class A Common Stock	92	92	I
Class B Common Stock^F17,F12	—	holding	—	—	—	—	—	Class A Common Stock	120,009	120,009	I
Class B Common Stock^F18,F12	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F19,F12	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F20,F12	—	holding	—	—	—	—	—	Class A Common Stock	5,480	5,480	I
Class B Common Stock^F21,F12	—	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.
F10Became exercisable in three equal annual installments beginning on January 1, 2013.
F11Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
F12Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
F13As 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.
F14As 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.
F15As 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.
F16As 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.
F17As 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.
F18As 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.
F19As 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.
F2The price in Column 4 is a weighted average price. The prices actually received ranged from $27.00 to $27.065. 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 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.
F21As 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.
F3Became 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.
F4Became 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.
F5Became 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.
F6Became 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.
F7Became 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.
F8Became 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.
F9Became 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.