J Joel Quadracci Form 5 Quad/Graphics / J Joel Quadracci ownership change

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

Quadracci J Joel

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC.

(Street)

SUSSEX

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
X	Officer (give title below)	Other (specify below)
Chairman, Pres. & CEO

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock							889,552	D
Class A Common Stock							4,085	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)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽¹⁾	03/22/2018		G		4,204	⁽¹⁾	⁽¹⁾	Class A Common Stock	4,204	$0	229,364	D
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	2,354		2,354	I	As Trustee - AQH Tr⁽²⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	2,354		2,354	I	As Trustee - EQH Tr⁽³⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	5,480		5,480	I	As Trustee - HVF Tr⁽⁴⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	120,009		120,009	I	As Trustee - HVQ for Joel⁽⁵⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	5,480		5,480	I	As Trustee - IMF Tr⁽⁶⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	2,354		2,354	I	As Trustee - KBH Tr⁽⁷⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	5,480		5,480	I	As Trustee - KMF Tr⁽⁸⁾
Class B Common Stock	⁽¹⁾						⁽¹⁾	⁽¹⁾	Class A Common Stock	2,354		2,354	I	As Trustee - WVH Tr⁽⁹⁾
Stock Options (Right to Buy)	$15.37						⁽¹⁰⁾	01/31/2019	Class A Common Stock	100,000		100,000	D
Stock Options (Right to Buy)	$16.62						⁽¹⁰⁾	01/31/2020	Class A Common Stock	150,000		150,000	D
Stock Options (Right to Buy)	$41.26						⁽¹⁰⁾	01/01/2021	Class A Common Stock	119,643		119,643	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	4,410		4,410	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	6,825		6,825	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	3,938		3,938	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	9,000		9,000	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	5,250		5,250	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	4,250		4,250	D
Stock Options (Right to Buy)	$13.4708						⁽¹⁰⁾	11/18/2021	Class A Common Stock	3,675		3,675	D
Stock Options (Right to Buy)	$14.14						⁽¹⁰⁾	01/01/2022	Class A Common Stock	39,881		39,881	D

Explanation of Responses:

1. 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.

2. As Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

3. As Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

4. As Trustee for the Harry Virgil Quadracci Flores 2002 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

5. 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.

6. As Trustee for the Isabella Marion Flores 1999 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

7. As Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

8. As Trustee for the Kaitlin Mary Flores 2000 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

9. As Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

10. All options are currently vested and currently exercisable.

	/s/ Sherilyn R. Whitmoyer, Attorney-in-fact for J. Joel Quadracci	02/14/2019
	** 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.

J Joel Quadracci Form 5Quad/Graphics / J Joel Quadracci ownership change