Edgar Filing: Quad/Graphics, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Fowler John C

2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [QUAD]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Vice Chairman & EVP

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY

3. Date of Earliest Transaction (Month/Day/Year)
08/04/2016

(Street)

SUSSEX, WI 53089

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/04/2016		M		60,000	A	$ 23.37	247,233	D
Class A Common Stock	08/04/2016		S		60,000	D	$ 28.8421 ⁽¹⁾	187,233	D
Class A Common Stock	08/05/2016		M		40,000	A	$ 23.37	227,233	D
Class A Common Stock	08/05/2016		S		40,000	D	$ 28.9176 ⁽²⁾	187,233	D
Class A Common Stock	08/08/2016		M		2,400	A	$ 23.37	189,633	D
Class A Common Stock	08/08/2016		S		2,400	D	$ 29.0498 ⁽³⁾	187,233	D
Class A Common Stock								1,291	I	By Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 13.4708

05/14/2012

11/18/2021

Class A Common Stock

7,350

Stock Options (Right to Buy)

$ 19.12

05/14/2012

11/18/2021

Class A Common Stock

6,500

Stock Options (Right to Buy)

$ 13.4708

05/14/2012

11/18/2021

Class A Common Stock

17,500

Stock Options (Right to Buy)

$ 13.4708

05/14/2012

11/18/2021

Class A Common Stock

10,000

Stock Options (Right to Buy)

$ 23.37

08/04/2016

60,000

⁽⁴⁾

01/31/2017

Class A Common Stock

60,000

$ 0

258,000

Stock Options (Right to Buy)

$ 23.37

08/05/2016

40,000

⁽⁴⁾

01/31/2017

Class A Common Stock

40,000

$ 0

218,000

Stock Options (Right to Buy)

$ 23.37

08/08/2016

2,400

⁽⁴⁾

01/31/2017

Class A Common Stock

2,400

$ 0

215,600

Stock Options (Right to Buy)

$ 29.37

⁽⁵⁾

01/31/2019

Class A Common Stock

30,000

Stock Options (Right to Buy)

$ 15.37

⁽⁶⁾

01/31/2020

Class A Common Stock

30,000

Stock Options (Right to Buy)

$ 16.62

⁽⁷⁾

01/31/2020

Class A Common Stock

45,000

Stock Options (Right to Buy)

$ 41.26

⁽⁸⁾

01/01/2021

Class A Common Stock

34,218

Class B Common Stock

⁽⁹⁾

Class A Common Stock

111,660

As trustee - HRQ 2010 Tr. ⁽¹⁰⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Fowler John C C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX, WI 53089	X		Vice Chairman & EVP

Signatures

/s/ Jennifer J. Kent, Attorney-In-Fact for John C. Fowler		08/08/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The price in Column 4 is a weighted average price. The prices actually received ranged from $28.81 to $28.87. 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.
(2)	The price in Column 4 is a weighted average price. The prices actually received ranged from $28.78 to $29.11. 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.
(3)	The price in Column 4 is a weighted average price. The prices actually received ranged from $29.00 to $29.11. 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.
(4)	Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
(5)	Became exercisable in two equal annual installments beginning on November 18, 2012.
(6)	Became exercisable in three equal annual installments beginning on November 18, 2012.
(7)	Became 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.
(8)	Became exercisable in three equal annual installments beginning on January 1, 2013.
(9)	Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
(10)	As 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.

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