SEC Form 4 · accession 0001140361-18-010609
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John C Fowler
Director
Period of report
Feb 23, 2018
Accepted (ET)
Feb 27, 2018 · 7:16 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 | Feb 23, 2018 | M | 9,000 | $16.62 | A | 195,799 | D | |
| Class A Common Stock | Feb 23, 2018 | M | 6,500 | $19.12 | A | 202,299 | D | |
| Class A Common StockF1 | Feb 23, 2018 | S | 9,700 | $29.5104 | D | 192,599 | D | |
| Class A Common StockF2 | Feb 23, 2018 | S | 5,800 | $29.9833 | D | 186,799 | D | |
| Class A Common StockF3 | 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 | Feb 23, 2018 | M | 6,500 | D | May 14, 2012 | Nov 18, 2021 | Class A Common Stock | 6,500 | 0 | D |
| Stock Options (Right to Buy)F6 | $16.62 | Feb 23, 2018 | M | 9,000 | D | — | Jan 31, 2020 | Class A Common Stock | 9,000 | 0 | D |
| Class B Common StockF8,F4 | — | Feb 12, 2018 | G | 1,125 | A | — | — | Class A Common Stock | 1,125 | 1,125 | I |
| Class B Common StockF9,F4 | — | Feb 12, 2018 | G | 1,125 | A | — | — | Class A Common Stock | 1,125 | 1,125 | I |
| Class B Common StockF10,F4 | — | Feb 12, 2018 | G | 1,125 | A | — | — | Class A Common Stock | 1,125 | 1,125 | I |
| Stock Options (Right to Buy)F5 | $29.37 | holding | — | — | — | — | Jan 31, 2019 | Class A Common Stock | 30,000 | 30,000 | D |
| Stock Options (Right to Buy)F7 | $41.26 | holding | — | — | — | — | Jan 1, 2021 | Class A Common Stock | 34,218 | 34,218 | D |
Explanation of responses
- F1The price in Column 4 is a weighted average price. The prices actually received ranged from $29.005 to $29.87. 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.
- F10As Trustee for the Isabella Marion Flores 2017 Trust. 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 $29.88 to $30.30. 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.
- 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.
- F4Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
- F5Became exercisable in two equal annual installments beginning on November 18, 2012.
- F6Became 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.
- F7Became exercisable in three equal annual installments beginning on January 1, 2013.
- F8As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F9As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.