John C Fowler 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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)
04/06/2015

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	04/06/2015		G	V	14,816	D	$0	190,057	D
Class A Common Stock	04/06/2015		G	V	14,816	A	$0	14,816	I	By Spouse
Class A Common Stock								17,471	I	As co-trustee - HVQ Life Ins. Tr.(1)
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	51,614		51,614	I	As co-trustee - HVQ Life Ins. Tr.(1)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	119,837		119,837	I	As trustee - HVQ for Richard(9)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	126,488		126,488	I	As trustee - HVQ for Kathryn(10)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	126,504		126,504	I	As trustee - HVQ for Joel(11)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	126,473		126,473	I	As trustee - HVQ for Elizabeth(12)
Class B Common Stock	(8)							(8)	(8)	Class A Common Stock	111,660		111,660	I	As trustee - HRQ 2010 Tr.(13)

Explanation of Responses:

1. As Trustee for the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities.

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 HVQ 1992 Descendants Trust f/b/o H. Richard 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.

10. As Trustee for the HVQ 1992 Descendants Trust f/b/o H. Kathryn Q. Flores. 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.

11. 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.

12. As Trustee for the HVQ 1992 Descendants Trust f/b/o Elizabeth Q. Harned. 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.

13. 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	04/15/2015
	** 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.