SEC Form 4 · accession 0001140361-18-019604
Quad/Graphics, Inc. · QUAD
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kathryn Quadracci Flores
Director
Period of report
Apr 23, 2018
Accepted (ET)
Apr 25, 2018 · 7:45 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 StockF2,F3 | Apr 23, 2018 | S | 50,000 | $25.7215 | D | 235,894 | D | |
| Class A Common Stock | Apr 23, 2018 | S | 200 | $25.96 | D | 235,694 | D | |
| Class A Common StockF4 | Apr 24, 2018 | S | 22,300 | $25.9685 | D | 213,394 | D | |
| Class A Common Stock | holding | — | — | — | 28,736 | I | As trustee - HRQ 2014 Trust | |
| Class A Common Stock | holding | — | — | — | 1,675 | I | By 401(a) Plan | |
| Class A Common Stock | holding | — | — | — | 4,067 | I | As trustee - MAQ 2001 Trust | |
| Class A Common Stock | holding | — | — | — | 4,067 | I | As trustee - HVQ 2003 Trust | |
| Class A Common Stock | holding | — | — | — | 4,067 | I | As trustee - DQ 2008 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 | — | Mar 22, 2018 | G | 1,401 | A | — | — | Class A Common Stock | 1,401 | 1,468 | I |
| Class B Common StockF5 | — | Mar 22, 2018 | G | 1,402 | A | — | — | Class A Common Stock | 1,402 | 1,468 | I |
| Class B Common StockF5 | — | Mar 22, 2018 | G | 1,401 | A | — | — | Class A Common Stock | 1,401 | 1,468 | I |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 1,601 | 1,601 | D |
| Class B Common StockF5 | — | holding | — | — | — | — | — | Class A Common Stock | 14,915 | 14,915 | I |
Explanation of responses
- F1The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 23, 2018.
- F2The price in Column 4 is a weighted average price. The prices actually received ranged from $25.57 to $25.96. 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.
- F3Includes 246 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted.
- F4The price in Column 4 is a weighted average price. The prices actually received ranged from $25.96 to $26.002. 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.