Harned Christopher B Form 4 Quad/Graphics / Christopher B Harned ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

Harned Christopher B

(Last) (First) (Middle)

C/O QUAD/GRAPHICS, INC.

N61 W23044 HARRY'S WAY

(Street)

SUSSEX WI 53089

(City) (State) (Zip)

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2016

4. If Amendment, Date of 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

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/31/2016		M		5,000	A	$23.37	69,885(1)	D
Class A Common Stock								68,620.565(2)	I	By Spouse

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (Right to Buy)	$23.37	08/31/2016		M			5,000	05/14/2012	01/31/2017	Class A Common Stock	5,000	$0	0	D
Stock Options (Right to Buy)	$29.37							05/14/2012	01/31/2018	Class A Common Stock	2,500		2,500	D
Stock Options (Right to Buy)	$15.37							05/14/2012	01/31/2019	Class A Common Stock	2,500		2,500	D
Stock Options (Right to Buy)	$16.62							(3)	01/31/2020	Class A Common Stock	7,500		7,500	D
Class B Common Stock	(4)	08/26/2016		G	V		1,723	(4)	(4)	Class A Common Stock	1,723	$0	0	I	As trustee - HRQ for Elizabeth
Class B Common Stock	(4)	08/25/2016		G	V	8,230		(4)	(4)	Class A Common Stock	8,230	$0	240,978	I	By Spouse

Explanation of Responses:

1. Includes 1,393 additional deferred stock units resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted.

2. Updated to reflect an additional 2,492.565 shares held by the reporting person's spouse in a tax-qualified retirement plan that were identified subsequent to the reporting person's previously filed Form 4. To the extent this Form 4 updates the beneficial share ownership amounts reported on previously filed forms, this Form 4 serves as an amendment to any such previously filed forms.

3. Became exercisable as to 5,025 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.

4. 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.

	/s/ Jennifer J. Kent, Attorney-In-Fact for Christopher B. Harned	09/02/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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