SEC FORM 4

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

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)
	Executive VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
01/01/2012

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	01/01/2012		A		22,539⁽¹⁾	A	$0	195,596⁽¹⁾	D
Class A Common Stock								96,256	I	As trustee - JJQ Tr⁽²⁾
Class A Common Stock								17,471	I	As co-trustee - HVQ Life Ins. Tr.⁽³⁾
Class A Common Stock								19,444	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)	Code	V	(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)
Stock Options (Right to Buy)	$14.14	01/01/2012		A		34,218		⁽⁴⁾	01/01/2022	Class A Common Stock	34,218	$0	34,218	D
Stock Options (Right to Buy)	$41.26							⁽⁵⁾	01/01/2021	Class A Common Stock	34,218		34,218	D
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	103,900		103,900	I	As trustee - JJQ Tr⁽²⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	51,614		51,614	I	As co-trustee - HVQ Life Ins. Tr.⁽³⁾
Class B Common Stock	⁽⁶⁾							⁽⁶⁾	⁽⁶⁾	Class A Common Stock	342,342		342,342	I	By GRATs⁽⁷⁾
Class C Common Stock	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Class A Common Stock	3,385		3,385	I	By 401(a) Plan

Explanation of Responses:

1. Includes 22,539 shares of restricted stock granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will vest on January 1, 2015.

2. As Trustee for the James Joel Quadracci 2007 Descendants Trust. The reporting person disclaims beneficial ownership of the reported securities.

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

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

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

6. 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.

7. As Trustee for certain GRATs established by Betty Ewens Quadracci. The reporting person disclaims beneficial ownership of the reported securities.

8. Class C Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.

Remarks:

	/s/ Russell E. Ryba, Attorney-In-Fact for John C. Fowler	01/03/2012
	** 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).
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