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^*

Quadracci Betty Ewens

(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)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2012

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	08/29/2012		C⁽¹⁾		924	A	⁽¹⁾	7,894	I	By 401(a) Plan
Class A Common Stock								1,952	D
Class A Common Stock								1,076,179	I	As trustee - EEQ Tr⁽²⁾
Class A Common Stock								1,424	I	As trustee - HRQ for Rich.⁽³⁾
Class A Common Stock								11,864	I	As trustee - QCT HRQ⁽⁴⁾
Class A Common Stock								17,471	I	As co-trustee - HVQ Life Ins. Tr.⁽⁵⁾

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)
Class C Common Stock	⁽¹⁾	08/29/2012		C⁽¹⁾			924	⁽¹⁾	⁽¹⁾	Class A Common Stock	924	⁽¹⁾	0	I	By 401(a) Plan
Stock Options (Right to Buy)	$19.12							05/14/2012	11/18/2021	Class A Common Stock	2,000		2,000	D
Stock Options (Right to Buy)	$23.37							⁽⁶⁾	01/31/2017	Class A Common Stock	5,000		5,000	D
Stock Options (Right to Buy)	$29.37							⁽⁷⁾	01/31/2018	Class A Common Stock	2,500		2,500	D
Stock Options (Right to Buy)	$15.37							⁽⁸⁾	01/31/2019	Class A Common Stock	2,500		2,500	D
Stock Options (Right to Buy)	$16.62							⁽⁹⁾	01/31/2020	Class A Common Stock	2,500		2,500	D
Stock Options (Right to Buy)	$41.26							⁽¹⁰⁾	01/01/2021	Class A Common Stock	2,392		2,392	D
Stock Options (Right to Buy)	$14.14							⁽¹¹⁾	01/01/2022	Class A Common Stock	2,392		2,392	D
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	800,000		800,000	I	By GRATs
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	51,614		51,614	I	As co-trustee - HVQ Life Ins Tr⁽⁵⁾

Explanation of Responses:

1. 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.

2. 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.

3. 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.

4. 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.

5. 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.

6. Became exercisable as to 2,500 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.

7. Became exercisable as to 1,000 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.

8. Became exercisable as to 750 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.

9. Became exercisable as to 500 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.

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

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

12. 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.

Remarks:

	/s/ Russell E. Ryba, Attorney-in-Fact for Betty Ewens Quadracci	08/30/2012
	** 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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