SEC FORM 5

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 Betty Ewens

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC.

N63 W23075 HIGHWAY 74

(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
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011

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	07/26/2011		G	10,519	D	$0	588,801	I	As trustee - EEQ Tr⁽¹⁾
Class A Common Stock	08/01/2011		G	288,767	A	$0	877,568	I	As trustee - EEQ Tr⁽¹⁾
Class A Common Stock	08/10/2011		G	23,731	D	$0	0	I	As trustee - QCT EMQ⁽²⁾
Class A Common Stock	08/10/2011		G	11,866	D	$0	0	I	As trustee - QCT JJQ⁽³⁾
Class A Common Stock	08/10/2011		G	11,866	D	$0	0	I	As trustee - QCT KMQ⁽⁴⁾
Class A Common Stock	08/15/2011		G	198,611	D	$0	0	I	By GRATs
Class A Common Stock	08/15/2011		G	198,611	A	$0	1,076,179	I	As trustee - EEQ Tr⁽¹⁾
Class A Common Stock							1,424	I	As trustee - HRQ for Rich.⁽⁵⁾
Class A Common Stock							11,864	I	As trustee - QCT HRQ⁽⁶⁾
Class A Common Stock							17,471	I	As co-trustee - HVQ Life Ins. Tr.⁽⁷⁾
Class A Common Stock							7,049	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	⁽⁸⁾	08/01/2011		G	311,699		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	311,699	$0	390,679	I	As trustee - EEQ Tr⁽¹⁾
Class B Common Stock	⁽⁸⁾	08/05/2011		G		311,699	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	311,669	$0	78,980	I	As trustee - EEQ Tr⁽¹⁾
Class B Common Stock	⁽⁸⁾	08/05/2011		G	311,699		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	311,669	$0	794,491	I	By GRATs
Class B Common Stock	⁽⁸⁾	08/17/2011		G		5,509	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,509	$0	73,471	I	As trustee - EEQ Tr⁽¹⁾
Class B Common Stock	⁽⁸⁾	08/17/2011		G	5,509		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	5,509	$0	800,000	I	By GRATs
Class B Common Stock	⁽⁸⁾						⁽⁸⁾	⁽⁸⁾	Class A Common Stock	51,614		51,614	I	As co-trustee - HVQ Life Ins Tr⁽⁷⁾
Class C Common Stock	⁽⁹⁾						⁽⁹⁾	⁽⁹⁾	Class A Common Stock	924		924	I	By 401(a) Plan

Explanation of Responses:

1. As Trustee for the Elizabeth E. Quadracci Rev Tr of 1980. 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 her pecuniary interest therein.

2. As Trustee for the Quadracci Children's Trust f/b/o Elizabeth M. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

3. As Trustee for the Quadracci Children's Trust f/b/o James Joel Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

4. As Trustee for the Quadracci Children's Trust f/b/o Kathryn M. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

5. As Trustee for the HRQ 1990 Descendants Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

6. As Trustee for the Quadracci Children's Trust f/b/o Harry R. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

7. As Co-Trustee of the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

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. 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 Betty Ewens Quadracci	02/14/2012
	** 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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