Quad/Graphics (QUAD) Form 4 Quad/Graphics / John C Fowler 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^*

Fowler John C

(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)
08/17/2020

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	08/17/2020		D		41,500	D	$3.4519(1)	96,518(2)(3)	D

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	(4)							(4)	(4)	Class A Common Stock	7,086		7,086	I	As Trustee - HVF Tr(5)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	7,087		7,087	I	As Trustee - IMF Tr(6)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	7,087		7,087	I	As Trustee - KMF Tr(7)
Class B Common Stock	(4)							(4)	(4)	Class A Common Stock	156		156	I	As Trustee - KQF Descen(8)
Stock Options (Right to Buy)	$41.26							(9)	12/31/2020	Class A Common Stock	34,218		34,218	D

Explanation of Responses:

1. The price in column 4 is a weighted average price. The prices actually received ranged from $3.42 to $3.67 per share. The reporting person has provided the issuer, and will provide 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 an average weighted price.

2. Includes 43,450 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan. Any dividend or other distribution paid with respect to Class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of Class A common stock on any such dividend date.

3. Includes 1,834 additional deferred stock units resulting from payment of dividends on the Class A common stock underlying deferred stock units previously granted.

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.

5. As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

6. As Trustee for the Isabella Marion Flores 2017 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 Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. As Trustee for the KQF 2019 Descendants' Trust. 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 John C. Fowler	08/18/2020
	** 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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