SEC Form 4 · accession 0001140361-17-009677
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathryn Quadracci Flores
Director
Period of report
Feb 24, 2017
Accepted (ET)
Feb 28, 2017 · 4:42 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 | Feb 24, 2017 | S | 2,917 | $27.2923 | D | 82,988 | D | |
| Class A Common StockF3 | Feb 27, 2017 | S | 36,082 | $27.2936 | D | 46,906 | D | |
| Class A Common StockF4 | Feb 28, 2017 | S | 19,853 | $27.2485 | D | 27,053 | 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 StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 37,828 | 37,828 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 225,083 | 225,083 | D |
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.
- F2The price in Column 4 is a weighted average price. The prices actually received ranged from $27.29 to $27.30. 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.
- F3The price in Column 4 is a weighted average price. The prices actually received ranged from $27.29 to $27.31. 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.
- F4The price in Column 4 is a weighted average price. The prices actually received ranged from $26.99 to $27.84. 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.
- F5Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.