0001140361-11-054744.txt : 20111122
0001140361-11-054744.hdr.sgml : 20111122
20111122173450
ACCESSION NUMBER: 0001140361-11-054744
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20111118
FILED AS OF DATE: 20111122
DATE AS OF CHANGE: 20111122
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: ABRAHAM WILLIAM J JR
CENTRAL INDEX KEY: 0001180042
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34806
FILM NUMBER: 111222765
MAIL ADDRESS:
STREET 1: FOLEY & LARDNER
STREET 2: 777 EAST WISCONSIN AVENUE
CITY: MILWAUKEE
STATE: WI
ZIP: 63202
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Quad/Graphics, Inc.
CENTRAL INDEX KEY: 0001481792
STANDARD INDUSTRIAL CLASSIFICATION: COMMERCIAL PRINTING [2750]
IRS NUMBER: 391152983
STATE OF INCORPORATION: WI
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: N61 W23044 HARRY'S WAY
CITY: SUSSEX
STATE: WI
ZIP: 53089-2827
BUSINESS PHONE: 414-566-6000
MAIL ADDRESS:
STREET 1: N61 W23044 HARRY'S WAY
CITY: SUSSEX
STATE: WI
ZIP: 53089-2827
4
1
doc1.xml
FORM 4
X0304
4
2011-11-18
0
0001481792
Quad/Graphics, Inc.
QUAD
0001180042
ABRAHAM WILLIAM J JR
C/O QUAD/GRAPHICS, INC.
N63 W23075 HIGHWAY 74
SUSSEX
WI
53089
1
0
0
0
Class A Common Stock
9784
D
Stock Option (Right to Buy)
36.50
2011-11-18
4
D
0
2500
0
D
2014-01-31
Class A Common Stock
2500
0
D
Stock Option (Right to Buy)
41.25
2011-11-18
4
D
0
7500
0
D
2017-01-31
Class A Common Stock
7500
0
D
Stock Option (Right to Buy)
29.37
2011-11-18
4
D
0
2500
0
D
2018-01-31
Class A Common Stock
2500
0
D
Stock Option (Right to Buy)
15.37
2011-11-18
4
D
0
2500
0
D
2019-01-31
Class A Common Stock
2500
0
D
Stock Option (Right to Buy)
16.62
2011-11-18
4
D
0
7500
0
D
2020-01-31
Class A Common Stock
7500
0
D
IMPORTANT NOTICE: THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS ARE NOT EXERCISING OPTIONS OR SELLING SHARES, AND THEY ARE NOT LOWERING THEIR STAKE IN THE COMPANY. RATHER, THE TRANSACTIONS SHOWN IN TABLE II ARE THE TERMINATION BY THE COMPANY OF THE OPTIONS ISSUED UNDER THE COMPANY'S 1990 AND 1999 STOCK OPTION PLANS. THE OPTIONEES ARE RECEIVING NEW OPTION GRANTS UNDER THE COMPANY'S 2010 OMNIBUS EQUITY INCENTIVE PLAN EQUAL IN NUMBER TO THE OPTIONS BEING TERMINATED. FOR DETAILS, SEE THE COMPANY'S FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2011.
Vests with respect to 1/3 of the underlying shares of class A common stock on each of the first three anniversaries of the January 1, 2004 grant date, and becomes exercisable to the extent vested on the third and sixth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
The option was cancelled as part of the termination and liquidation of all of Quad/Graphics, Inc.'s outstanding stock options that had been granted with terms intended to comply with, rather than be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). As required by the termination provisions of Section 409A, the cancellation payment will be made between 12 months and 24 months after November 18, 2011 (unless the payment would be made earlier under the terms of the option absent the Section 409A termination).
Vests with respect to 1/3 of the underlying shares of class A common stock on each of the first three anniversaries of the January 1, 2007 grant date, and becomes exercisable to the extent vested on the third and sixth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
Vests with respect to 1/3 of the underlying shares of class A common stock on each of the first three anniversaries of the January 1, 2008 grant date, and becomes exercisable to the extent vested on the third and sixth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
Vests with respect to 1/3 of the underlying shares of class A common stock on each of the first three anniversaries of the January 1, 2009 grant date, and becomes exercisable to the extent vested on the third and sixth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
Vests with respect to 1/3 of the underlying shares of class A common stock on each of the first three anniversaries of the January 1, 2010 grant date, and becomes exercisable to the extent vested on the third and sixth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
/s/ Andrew R. Schiesl, Attorney-In-Fact
2011-11-22