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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Quad/Graphics, Inc. [ QUAD ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 12/09/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 187,233 | D | ||||||||
| Class A Common Stock | 1,291 | I | By Spouse | |||||||
| Class A Common Stock | 12/09/2016 | S(1) | 25,000 | D | $26.1925(2) | 173,353 | I | As trustee - HRQ 2010 Tr.(3) | ||
| Class A Common Stock | 12/09/2016 | S(1) | 25,000 | D | $26.3734(4) | 148,353 | I | As trustee - HRQ 2010 Tr.(3) | ||
| Class A Common Stock | 12/12/2016 | S(1) | 9,400 | D | $26.2524(5) | 138,953 | I | As trustee - HRQ 2010 Tr.(3) | ||
| Class A Common Stock | 12/13/2016 | S(1) | 15,600 | D | $26.25 | 123,353 | I | As trustee - HRQ 2010 Tr.(3) | ||
| Class A Common Stock | 12/13/2016 | S(1) | 25,000 | D | $26.7503(6) | 98,353 | I | As trustee - HRQ 2010 Tr.(3) | ||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | $19.12 | 05/14/2012 | 11/18/2021 | Class A Common Stock | 6,500 | 6,500 | D | ||||||||
| Stock Options (Right to Buy) | $29.37 | (7) | 01/31/2019 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
| Stock Options (Right to Buy) | $16.62 | (8) | 01/31/2020 | Class A Common Stock | 9,000 | 9,000 | D | ||||||||
| Stock Options (Right to Buy) | $41.26 | (9) | 01/01/2021 | Class A Common Stock | 34,218 | 34,218 | D | ||||||||
| Class B Common Stock | (10) | (10) | (10) | Class A Common Stock | 113,741 | 113,741 | I | As trustee - HRQ 2010 Tr.(3) | |||||||
| Explanation of Responses: |
| 1. These shares were previously received in the finalization of the estate of Elizabeth E. Quadracci, a co-founder and former director of the Company who died in 2013. As a result of the estate tax finalization, the beneficiaries of the estate received additional shares of class A common stock and class B common stock of the Company and, in light of their already extensive holdings, the beneficiaries have sold, or intend to sell, some of the class A shares received from the estate for diversification purposes. These planned sales will not have a material impact on the Quadracci family's ownership or control of the Company. |
| 2. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.03 to $26.46. 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. 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. |
| 4. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.13 to $26.485. 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. |
| 5. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.25 to $26.265. 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. |
| 6. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.75 to $26.77. 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. |
| 7. Became exercisable in two equal annual installments beginning on November 18, 2012. |
| 8. 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. |
| 9. Became exercisable in three equal annual installments beginning on January 1, 2013. |
| 10. 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 John C. Fowler | 12/13/2016 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||