0001127602-19-026192.txt : 20190806 0001127602-19-026192.hdr.sgml : 20190806 20190806184057 ACCESSION NUMBER: 0001127602-19-026192 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190802 FILED AS OF DATE: 20190806 DATE AS OF CHANGE: 20190806 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Fowler John C CENTRAL INDEX KEY: 0001495362 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-34806 FILM NUMBER: 191003457 MAIL ADDRESS: STREET 1: QUAD/GRAPHICS, INC. STREET 2: N61 W23044 HARRY'S WAY CITY: SUSSEX STATE: WI ZIP: 53089 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 2019-08-02 0001481792 Quad/Graphics, Inc. QUAD 0001495362 Fowler John C C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX WI 53089 1 Class A Common Stock 2019-08-02 4 S 0 2100 11.53 D 117587 D Class A Common Stock 2019-08-05 4 S 0 7900 11.1026 D 109687 D Class B Common Stock 2019-01-08 5 G 0 E 481 0 A Class A Common Stock 481 7086 I As Trustee - HVF Tr Class B Common Stock 2019-01-08 5 G 0 E 482 0 A Class A Common Stock 482 7087 I As Trustee - IMF Tr Class B Common Stock 2019-01-08 5 G 0 E 482 0 A Class A Common Stock 482 7087 I As Trustee - KMF Tr Stock Options (Right to Buy) 41.26 2020-12-31 Class A Common Stock 34218 34218 D The price in Column 4 is a weighted average price. The prices actually received ranged from $11.50 to $11.57. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. The price in Column 4 is a weighted average price. The prices actually received ranged from $11.00 to $11.20. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing an average weighted price. Includes 13,978 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 the two-year anniversary of the grant 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 835 additional deferred stock units resulting from payment of dividends on the Class A Common Stock underlying deferred stock units previously granted. 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. As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. All options are fully vested and currently exercisable. /s/ Sherilyn R. Whitmoyer, Attorney-in-Fact for John C. Fowler 2019-08-06