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