0001140361-16-063837.txt : 20160506 0001140361-16-063837.hdr.sgml : 20160506 20160506160948 ACCESSION NUMBER: 0001140361-16-063837 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160504 FILED AS OF DATE: 20160506 DATE AS OF CHANGE: 20160506 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 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: 161628102 MAIL ADDRESS: STREET 1: QUAD/GRAPHICS, INC. STREET 2: N61 W23044 HARRY'S WAY CITY: SUSSEX STATE: WI ZIP: 53089 4 1 doc1.xml FORM 4 X0306 4 2016-05-04 0 0001481792 Quad/Graphics, Inc. QUAD 0001495362 Fowler John C C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX WI 53089 0 1 0 0 Vice Chairman & EVP Class A Common Stock 2016-05-04 4 S 0 10000 14.1158 D 203830 D Class A Common Stock 2016-05-04 4 S 0 16597 15.0651 D 187233 D Class A Common Stock 2016-05-04 4 S 0 8403 15.023 D 61291 I By Spouse Class A Common Stock 2016-05-04 4 S 0 1000 16.00 D 60291 I By Spouse Class A Common Stock 11488 I By 401(a) Plan Stock Options (Right to Buy) 13.4708 2012-05-14 2021-11-18 Class A Common Stock 7350 7350 D Stock Options (Right to Buy) 19.12 2012-05-14 2021-11-18 Class A Common Stock 6500 6500 D Stock Options (Right to Buy) 13.4708 2012-05-14 2021-11-18 Class A Common Stock 17500 17500 D Stock Options (Right to Buy) 13.4708 2012-05-14 2021-11-18 Class A Common Stock 10000 10000 D Stock Options (Right to Buy) 23.37 2017-01-31 Class A Common Stock 318000 318000 D Stock Options (Right to Buy) 29.37 2019-01-31 Class A Common Stock 30000 30000 D Stock Options (Right to Buy) 15.37 2020-01-31 Class A Common Stock 30000 30000 D Stock Options (Right to Buy) 16.62 2020-01-31 Class A Common Stock 45000 45000 D Stock Options (Right to Buy) 41.26 2021-01-01 Class A Common Stock 34218 34218 D Stock Options (Right to Buy) 14.14 2022-01-01 Class A Common Stock 34218 34218 D Class B Common Stock Class A Common Stock 111660 111660 I As trustee - HRQ 2010 Tr. The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 24, 2016. The price in Column 4 is a weighted average price. The prices actually received ranged from $14.00 to $14.47. 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 $15.00 to $15.20. 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. The price in Column 4 is a weighted average price. The prices actually received ranged from $15.00 to $15.10. 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. Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012. Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012. Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012. Became exercisable as to 14,850 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. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014. 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 HRQ 2010 Trust. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. /s/ Jennifer J. Kent, Attorney-In-Fact for John C. Fowler 2016-05-05