SEC Form 4 · accession 0001140361-18-013879

Quad/Graphics, Inc. · QUAD

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Thomas J Frankowski

Officer — Chief Operating Officer

Period of report

Mar 14, 2018

Accepted (ET)

Mar 16, 2018 · 4:42 pm EDT

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	Mar 14, 2018	M	3,583	$13.4708	A	280,077	D
Class A Common Stock	Mar 14, 2018	M	6,038	$13.4708	A	286,115	D
Class A Common Stock	Mar 14, 2018	M	3,281	$13.4708	A	289,396	D
Class A Common Stock	Mar 14, 2018	M	3,544	$13.4708	A	292,940	D
Class A Common Stock	Mar 14, 2018	M	1,200	$19.12	A	294,140	D
Class A Common Stock	Mar 14, 2018	M	7,750	$13.4708	A	301,890	D
Class A Common Stock	Mar 14, 2018	M	3,875	$13.4708	A	305,765	D
Class A Common Stock	Mar 14, 2018	M	20,000	$16.62	A	325,765	D
Class A Common Stock	Mar 14, 2018	M	23,929	$14.14	A	349,694	D
Class A Common Stock^F1	Mar 14, 2018	S	96,032	$26.6744	D	253,662	D
Class A Common Stock	holding	—	—		—	6,687	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)^F2	$13.4708	Mar 14, 2018	M	3,583	D	—	Nov 18, 2021	Class A Common Stock	3,583	0	D
Stock Options (Right to Buy)^F3	$13.4708	Mar 14, 2018	M	6,038	D	—	Nov 18, 2021	Class A Common Stock	6,038	0	D
Stock Options (Right to Buy)^F4	$13.4708	Mar 14, 2018	M	3,281	D	—	Nov 18, 2021	Class A Common Stock	3,281	0	D
Stock Options (Right to Buy)^F5	$13.4708	Mar 14, 2018	M	3,544	D	—	Nov 18, 2021	Class A Common Stock	3,544	0	D
Stock Options (Right to Buy)^F6	$19.12	Mar 14, 2018	M	1,200	D	—	Nov 18, 2021	Class A Common Stock	1,200	0	D
Stock Options (Right to Buy)^F7	$13.4708	Mar 14, 2018	M	7,750	D	—	Nov 18, 2021	Class A Common Stock	7,750	0	D
Stock Options (Right to Buy)^F8	$13.4708	Mar 14, 2018	M	3,875	D	—	Nov 18, 2021	Class A Common Stock	3,875	0	D
Stock Options (Right to Buy)^F9	$16.62	Mar 14, 2018	M	20,000	D	—	Jan 31, 2020	Class A Common Stock	20,000	0	D
Stock Options (Right to Buy)^F11	$14.14	Mar 14, 2018	M	23,929	D	—	Jan 1, 2022	Class A Common Stock	23,929	0	D
Stock Options (Right to Buy)^F10	$41.26	holding	—	—	—	—	Jan 1, 2021	Class A Common Stock	23,929	23,929	D

Explanation of responses

F1The price in Column 4 is a weighted average price. The prices actually received ranged from $26.50 to $27.02. 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.
F10Became exercisable in three equal annual installments beginning on January 1, 2013.
F11Became exercisable in three equal annual installments beginning on January 1, 2014.
F2Became exercisable as to 3,859 shares on May 14, 2012, and became exercisable ratably over the next two years with respect to the remaining shares beginning on November 18, 2012.
F3Became exercisable as to 3,675 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.
F4Became exercisable as to 1,838 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 as to 1,837 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.
F6Became exercisable on May 14, 2012.
F7Became exercisable as to 3,500 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.
F8Became exercisable as to 1,750 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.
F9Became exercisable as to 4,000 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.