SEC Form 4 · accession 0001140361-18-000601
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Fowler
Director
Period of report
Jan 1, 2018
Accepted (ET)
Jan 3, 2018 · 8:26 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 | Jan 1, 2018 | A | 4,920 | $0.00 | A | 186,799 | D | |
| Class A Common Stock | Nov 24, 2017 | G | 1,291 | $0.00 | D | 0 | I | By Spouse |
| Class A Common StockF2 | holding | — | — | — | 113,741 | I | As Trustee - HRQ 2010 Tr |
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)F3 | $29.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F4 | $16.62 | holding | — | — | — | — | Jan 31, 2020 | Class A Common Stock | 9,000 | 9,000 | D |
| Stock Options (Right to Buy)F5 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 34,218 | 34,218 | D |
Explanation of responses
- F1Includes 4,920 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, 2020 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.
- F2As 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.
- F3Became exercisable in two equal annual installments beginning on November 18, 2012.
- F4Became 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.
- F5Became exercisable in three equal annual installments beginning on January 1, 2013.