0001127602-19-001128.txt : 20190104
0001127602-19-001128.hdr.sgml : 20190104
20190104131239
ACCESSION NUMBER: 0001127602-19-001128
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20190101
FILED AS OF DATE: 20190104
DATE AS OF CHANGE: 20190104
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Harned Christopher B
CENTRAL INDEX KEY: 0001309337
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34806
FILM NUMBER: 19509166
MAIL ADDRESS:
STREET 1: C/O THE CYPRESS GROUP
STREET 2: 65 EAST 55TH ST, 28TH FLOOR
CITY: NEW YORK
STATE: NY
ZIP: 10022
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: 53089-3995
BUSINESS PHONE: 414-566-6000
MAIL ADDRESS:
STREET 1: N61 W23044 HARRY'S WAY
CITY: SUSSEX
STATE: WI
ZIP: 53089-3995
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2019-01-01
0001481792
Quad/Graphics, Inc.
QUAD
0001309337
Harned Christopher B
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX
WI
53089
1
Class A Common Stock
2019-01-01
4
A
0
9058
0
A
94833
D
Class A Common Stock
265237
I
By Spouse
Class B Common Stock
Class A Common Stock
234012
234012
I
By Spouse
Stock Options (Right to Buy)
16.62
2020-01-31
Class A Common Stock
7500
7500
D
Stock Options (Right to Buy)
15.37
2012-05-14
2019-01-31
Class A Common Stock
2500
2500
D
Includes 9,058 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will be delivered to the reporting person on the earlier of January 1, 2021 or the reporting person's separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend date.
Includes 3,256 additional deferred stock units resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted.
This number reflects a distribution of shares held by spouse in the 401(a) Plan, in a transaction exempt from Section 16 reporting.
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.
All options are fully vested and currently exercisable.
/s/ Sherilyn R. Whitmoyer, attorney-in-fact for Christopher B. Harned
2019-01-04
EX-24
2
doc1.txt
POWER OF ATTORNEY (PUBLIC): POAHARNED
POWER OF ATTORNEY
Know all by these presents, that, for good and valuable
consideration, the sufficiency and receipt of which are
hereby acknowledged, the undersigned hereby constitutes
and appoints Jennifer J. Kent, Sherilyn R. Whitmoyer
and Russell E. Ryba, and any of her or his substitutes,
signing singly, the undersigned's true and lawful
attorney-in-fact to:
(1) execute for and on behalf of the undersigned (in accordance
with Section 16(a) of the Securities Exchange Act of 1934,
as amended, and the rules thereunder (the "Exchange Act")),
any and all Forms 3, 4 and/or 5, and any amendments thereto,
that are necessary or advisable for the undersigned to file
under Section 16(a) (collectively, "Documents") with respect
to the undersigned's holdings of and transactions in the
securities issued by Quad/Graphics, Inc., a Wisconsin
corporation (the "Company").
(2) do and perform any and all acts for and on behalf of
the undersigned that may be necessary or desirable to
complete and execute any such Documents and timely file
such Documents with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and
(3) take any other action of any type whatsoever in connection
with the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally required by,
the undersigned, it being understood that the documents executed
by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain
such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary or proper to be done in the exercise of any of the
rights and powers herein granted, as fully to all intents and purposes
as the undersigned might or could do if personally present, with
full power of substitution or revocation, hereby ratifying and
confirming all that each such attorney-in-fact (or such
attorney-in-fact's substitute or substitutes) shall lawfully do or
cause to be done by virtue of this power of attorney and the rights
and powers herein granted. The undersigned acknowledges that each
attorney-in-fact, in serving in such capacity at the request of
the undersigned, is not assuming, nor is such attorney-in-fact's
substitute or substitutes or the Company assuming, any of the
undersigned's responsibilities to comply with the Exchange Act.
The undersigned agrees that such attorney-in-fact may rely entirely
on information furnished orally or in writing by the undersigned to
such attorney-in-fact. The undersigned also agrees to indemnify and
hold harmless the Company and such attorney-in-fact against any losses,
claims, damages or liabilities (or actions in these respects) that
arise out of or are based on any untrue statement or omission of
necessary facts in the information provided by the undersigned to
such attorney-in-fact for purposes of executing, acknowledging,
delivering and filing Documents and agrees to reimburse the Company
and such attorney-in-fact for any legal or other expenses reasonably
incurred in connection with investigating or defending against any
such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Documents with respect
to the undersigned's holdings of and transactions in securities
issued by the Company, unless earlier revoked by the undersigned
in a signed writing delivered to each of the foregoing
attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 17th day of May 2018.
/s/ Christopher B. Harned
Christopher B. Harned