SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
SCHEDULE 13D
(Rule 13d-101)
Information to be Included in Statements Filed Pursuant to
§ 240.13d-1(a) and Amendments Thereto Filed
Pursuant to § 240.13d-2(a)
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUAD/GRAPHICS, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
747301109
(CUSIP Number)
James E. Bedar, Esq.
Brown Rudnick LLP
One Financial Center
Boston, MA 02111
(617) 856-8200
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 11, 2013
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨
Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.See § 240.13d-7 for other parties to whom copies are to be sent.
| * | The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. |
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however,see the Notes).
| CUSIP No. 747301109 | Page 2 of 12 Pages |
13D
| 1 | NAME OF REPORTING PERSONS
Catalyst Fund Limited Partnership II | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
PN | |||||
2
| CUSIP No. 747301109 | Page 3 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
Catalyst Fund General Partner II Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
3
| CUSIP No. 747301109 | Page 4 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
CCGI Holdings II Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
4
| CUSIP No. 747301109 | Page 5 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
The Catalyst Capital Group Inc. | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
CO | |||||
5
| CUSIP No. 747301109 | Page 6 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
Newton Glassman | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
6
| CUSIP No. 747301109 | Page 7 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
Gabriel de Alba | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
7
| CUSIP No. 747301109 | Page 8 of 12 Pages |
| 1 | NAME OF REPORTING PERSONS
Jonathan A. Levin | |||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) x
| |||||
| 3 | SEC USE ONLY
| |||||
| 4 | SOURCE OF FUNDS
WC, OO | |||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) ¨
| |||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION
CANADA | |||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
| 7 | SOLE VOTING POWER
| ||||
| 8 | SHARED VOTING POWER
472,102 | |||||
| 9 | SOLE DISPOSITIVE POWER
| |||||
| 10 | SHARED DISPOSITIVE POWER
472,102 | |||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
472,102 | |||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ¨
| |||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4% | |||||
| 14 | TYPE OF REPORTING PERSON
IN | |||||
8
| CUSIP No. 747301109 | Page 9 of 12 Pages |
SCHEDULE 13D
Company: QUAD/GRAPHICS, INC.
| Item 1. | Security and Issuer. |
This Amendment No. 1 to Statement on Schedule 13D the (“Amendment No. 1”) amends and supplements the Statement on Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on April 13, 2012 (the “Original Statement”). This Amendment No. 1 relates to the Class A common stock, par value $0.025 per share (the “Class A Common Stock”), of Quad/Graphics, Inc., a Wisconsin corporation (the “Company”). The principal executive offices of the Company are located at N61 W23044 Harry’s Way, Sussex, Wisconsin 53089-3995. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Statement. This Amendment No. 1 amends and restates Item 5 of the Original Statement as set forth below.
This Amendment No. 1 constitutes an “exit filing” for the Reporting Persons.
| Item 5. | Interest in Securities of the Issuer. |
| (a) | Catalyst Fund Limited Partnership II (and Catalyst Fund General Partner II Inc., CCGI Holdings II Inc., The Catalyst Capital Group Inc., Newton Glassman, Gabriel de Alba and Jonathan A. Levin through the Catalyst Fund Limited Partnership II) beneficially own 472,102 shares of Class A Common Stock. The shares of Class A Common Stock presently held by Catalyst Fund Limited Partnership II represent approximately 1.4% of the issued and outstanding shares of Class A Common Stock of the Company, based upon the 33,364,542 shares of Class A Common Stock issued and outstanding as reported in the Company’s Form 10-K for the fiscal year ended December 31, 2012, filed with the SEC on March 8, 2013. |
Pursuant to Rule 13d-3(d)(1)(i) the number of issued and outstanding shares of Class A Common Stock assumes that each other shareholder of the Company does not exercise or convert any other rights, warrants, options or securities exercisable or convertible into Class A Common Stock within 60 days of the date of this report.
| (b) | Newton Glassman, Gabriel de Alba and Jonathan A. Levin, in their capacities as defined herein share the power to vote and dispose of the 472,102 shares of Class A Common Stock, directly owned by Catalyst Fund Limited Partnership II. |
| (c) | Except as set forth below, no transactions in the shares of Class A Common Stock were effected by the Reporting Persons during the past sixty (60) days. All such transactions were sales effected in the open market, and the table includes commissions paid in per shares prices. |
9
| CUSIP No. 747301109 | Page 10 of 12 Pages |
Name of Reporting Person | Date of Transaction | Number of Shares Purchased or (Sold) | Price Per Share | |||||||||
Catalyst Fund Limited Partnership II | 01/28/13 | (113,197 | ) | $ | 22.9950 | |||||||
Catalyst Fund Limited Partnership II | 01/29/13 | (140,000 | ) | $ | 22.1631 | |||||||
Catalyst Fund Limited Partnership II | 02/01/13 | (39,185 | ) | $ | 22.9783 | |||||||
Catalyst Fund Limited Partnership II | 02/05/13 | (36,477 | ) | $ | 21.7429 | |||||||
Catalyst Fund Limited Partnership II | 02/06/13 | (70,589 | ) | $ | 21.7678 | |||||||
Catalyst Fund Limited Partnership II | 02/08/13 | (30,581 | ) | $ | 21.7475 | |||||||
Catalyst Fund Limited Partnership II | 02/21/13 | (28,287 | ) | $ | 21.6803 | |||||||
Catalyst Fund Limited Partnership II | 02/22/13 | (66,050 | ) | $ | 21.7222 | |||||||
Catalyst Fund Limited Partnership II | 03/01/13 | (8,850 | ) | $ | 21.7100 | |||||||
Catalyst Fund Limited Partnership II | 03/04/13 | (36,929 | ) | $ | 21.5690 | |||||||
Catalyst Fund Limited Partnership II | 03/05/13 | (72,905 | ) | $ | 21.7006 | |||||||
Catalyst Fund Limited Partnership II | 03/06/13 | (95,324 | ) | $ | 22.0438 | |||||||
Catalyst Fund Limited Partnership II | 03/07/13 | (49,944 | ) | $ | 22.0192 | |||||||
Catalyst Fund Limited Partnership II | 03/08/13 | (77,695 | ) | $ | 22.0588 | |||||||
Catalyst Fund Limited Partnership II | 03/11/13 | (55,475 | ) | $ | 22.0018 | |||||||
Catalyst Fund Limited Partnership II | 03/12/13 | (158,141 | ) | $ | 22.3898 | |||||||
Catalyst Fund Limited Partnership II | 03/13/13 | (125,000 | ) | $ | 22.8823 | |||||||
Catalyst Fund Limited Partnership II | 03/14/13 | (93,579 | ) | $ | 23.6186 | |||||||
Catalyst Fund Limited Partnership II | 03/15/13 | (90,000 | ) | $ | 23.5948 | |||||||
Catalyst Fund Limited Partnership II | 03/18/13 | (66,000 | ) | $ | 23.4368 | |||||||
Catalyst Fund Limited Partnership II | 03/19/13 | (71,936 | ) | $ | 23.3011 | |||||||
Catalyst Fund Limited Partnership II | 03/20/13 | (70,000 | ) | $ | 23.6622 | |||||||
Catalyst Fund Limited Partnership II | 03/21/13 | (30,254 | ) | $ | 23.5805 | |||||||
Catalyst Fund Limited Partnership II | 03/22/13 | (22,369 | ) | $ | 23.4896 | |||||||
Catalyst Fund Limited Partnership II | 03/25/13 | (53,000 | ) | $ | 23.7126 | |||||||
Catalyst Fund Limited Partnership II | 03/26/13 | (58,300 | ) | $ | 23.8563 | |||||||
Catalyst Fund Limited Partnership II | 03/27/13 | (100,000 | ) | $ | 24.1665 | |||||||
Catalyst Fund Limited Partnership II | 03/28/13 | (51,900 | ) | $ | 24.2770 | |||||||
| (d) | Newton Glassman, Gabriel de Alba and Jonathan A. Levin, in their capacities as defined herein, share the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock directly owned by Catalyst Fund Limited Partnership II. |
10
| CUSIP No. 747301109 | Page 11 of 12 Pages |
| (e) | The Reporting Persons ceased to be the beneficial owners of more than five percent (5%) of the issued and outstanding shares of Class A Common Stock of the Company on March 11, 2013. |
11
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: March 28, 2013
| CATALYST FUND LIMITED PARTNERSHIP II | ||||||
| By: | CATALYST FUND GENERAL PARTNER II INC., its General Partner | |||||
| By: | /s/ Newton Glassman | |||||
| Name: Newton Glassman | ||||||
| Title: Director | ||||||
/s/ Newton Glassman | ||||||
| Newton Glassman | CATALYST FUND GENERAL PARTNER II INC. | |||||
| By: | /s/ Newton Glassman | |||||
| Name: Newton Glassman | ||||||
| Title: Director | ||||||
/s/ Gabriel de Alba | ||||||
| Gabriel de Alba | ||||||
| CCGI HOLDINGS II INC. | ||||||
/s/ Jonathan A. Levin | By: | /s/ Newton Glassman | ||||
| Jonathan A. Levin | Name: Newton Glassman | |||||
| Title: Director | ||||||
| THE CATALYST CAPITAL GROUP INC. | ||||||
| By: | /s/ Newton Glassman | |||||
| Name: Newton Glassman | ||||||
| Title: President / Managing Partner / Director | ||||||