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)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016

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	03/01/2016		F(1)		11,374	D	$12.66	278,683	D
Class A Common Stock								14,816	I	By Spouse
Class A Common Stock								11,488	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
Stock Options (Right to Buy)	$13.4708							05/14/2012	11/18/2021	Class A Common Stock	7,350		7,350	D
Stock Options (Right to Buy)	$19.12							05/14/2012	11/18/2021	Class A Common Stock	6,500		6,500	D
Stock Options (Right to Buy)	$13.4708							05/14/2012	11/18/2021	Class A Common Stock	17,500		17,500	D
Stock Options (Right to Buy)	$13.4708							05/14/2012	11/18/2021	Class A Common Stock	10,000		10,000	D
Stock Options (Right to Buy)	$23.37							(2)	01/31/2017	Class A Common Stock	318,000		318,000	D
Stock Options (Right to Buy)	$29.37							(3)	01/31/2019	Class A Common Stock	30,000		30,000	D
Stock Options (Right to Buy)	$15.37							(4)	01/31/2020	Class A Common Stock	30,000		30,000	D
Stock Options (Right to Buy)	$16.62							(5)	01/31/2020	Class A Common Stock	45,000		45,000	D
Stock Options (Right to Buy)	$41.26							(6)	01/01/2021	Class A Common Stock	34,218		34,218	D
Stock Options (Right to Buy)	$14.14							(7)	01/01/2022	Class A Common Stock	34,218		34,218	D
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	111,660		111,660	I	As trustee - HRQ 2010 Tr.(9)

Explanation of Responses:

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

2. Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.

3. Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012.

4. Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012.

5. Became exercisable as to 14,850 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.

6. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.

7. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

8. 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.

9. 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.

Remarks:

	/s/ Jennifer J. Kent, Attorney-In-Fact for John C. Fowler	03/03/2016
	** 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).
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