Quad/Graphics (QUAD) Form 4 Quad/Graphics / J Joel Quadracci 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^*

Quadracci J Joel

(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
X	Officer (give title below)	Other (specify below)
Chairman, Pres & CEO

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2020

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	03/01/2020		F		67,867(1)	D	$4.8	1,240,558	D
Class A Common Stock								4,092.0535(2)	I	By 401(a) Plan

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
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	229,364		229,364	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - AQH Tr(4)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - EQH Tr(5)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	120,009		120,009	I	As Trustee - HVQ For Joel(6)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - KBH Tr(7)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	2,354		2,354	I	As Trustee - WVH Tr(8)
Stock Options (Right to Buy)	$41.26							(9)	01/01/2021	Class A Common Stock	119,643		119,643	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	4,410		4,410	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	3,675		3,675	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	6,825		6,825	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	3,938		3,938	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	9,000		9,000	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	5,250		5,250	D
Stock Options (Right to Buy)	$13.4708							(9)	11/18/2021	Class A Common Stock	4,250		4,250	D
Stock Options (Right to Buy)	$14.14							(9)	01/01/2022	Class A Common Stock	39,881		39,881	D

Explanation of Responses:

1. Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock previously issued.

2. Shares acquired under the Company Savings Plan based on information furnished by the Plan Administrator as of 02/29/2020.

3. 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.

4. As Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. As Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. 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.

7. As Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. As Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

9. All options are fully vested and currently exercisable.

	/s/ Sherilyn R. Whitmoyer, attorney-in-fact for J. Joel Quadracci	03/03/2020
	** 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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