0001140361-16-087787.txt : 20161123 0001140361-16-087787.hdr.sgml : 20161123 20161123163109 ACCESSION NUMBER: 0001140361-16-087787 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20161121 FILED AS OF DATE: 20161123 DATE AS OF CHANGE: 20161123 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: 162016986 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 2016-11-21 0 0001481792 Quad/Graphics, Inc. QUAD 0001495362 Fowler John C C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX WI 53089 1 1 0 0 Vice Chairman & EVP Class A Common Stock 2016-11-21 4 M 0 20000 23.37 A 207233 D Class A Common Stock 2016-11-21 4 M 0 10000 13.4708 A 217233 D Class A Common Stock 2016-11-21 4 S 0 15000 26.7577 D 202233 D Class A Common Stock 2016-11-21 4 S 0 15000 26.7079 D 187233 D Class A Common Stock 2016-11-22 4 M 0 10000 23.37 A 197233 D Class A Common Stock 2016-11-22 4 M 0 5000 13.4708 A 202233 D Class A Common Stock 2016-11-22 4 S 0 15000 27.0967 D 187233 D Class A Common Stock 2016-11-22 4 M 0 9984 23.37 A 197217 D Class A Common Stock 2016-11-22 4 M 0 4850 13.4708 A 202067 D Class A Common Stock 2016-11-22 4 S 0 14834 27.2546 D 187233 D Class A Common Stock 2016-11-23 4 M 0 12000 15.37 A 199233 D Class A Common Stock 2016-11-23 4 S 0 6000 27.1289 D 193233 D Class A Common Stock 2016-11-23 4 S 0 6000 27.2532 D 187233 D Class A Common Stock 1291 I By Spouse Stock Options (Right to Buy) 13.4708 2016-11-22 4 M 0 4850 0 D 2012-05-14 2021-11-18 Class A Common Stock 4850 2500 D Stock Options (Right to Buy) 13.4708 2016-11-22 4 M 0 2500 0 D 2012-05-14 2021-11-18 Class A Common Stock 2500 0 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 2016-11-22 4 M 0 2500 0 D 2012-05-14 2021-11-18 Class A Common Stock 2500 0 D Stock Options (Right to Buy) 13.4708 2016-11-21 4 M 0 10000 0 D 2012-05-14 2021-11-18 Class A Common Stock 10000 0 D Stock Options (Right to Buy) 23.37 2016-11-21 4 M 0 20000 0 D 2017-01-31 Class A Common Stock 20000 19984 D Stock Options (Right to Buy) 23.37 2016-11-22 4 M 0 10000 0 D 2017-01-31 Class A Common Stock 10000 9984 D Stock Options (Right to Buy) 23.37 2016-11-22 4 M 0 9984 0 D 2017-01-31 Class A Common Stock 9984 0 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 2016-11-23 4 M 0 12000 0 D 2020-01-31 Class A Common Stock 12000 18000 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 Class B Common Stock Class A Common Stock 111660 111660 I As trustee - HRQ 2010 Tr. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.75 to $26.81. 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 a weighted average price. The price in Column 4 is a weighted average price. The prices actually received ranged from $26.51 to $26.79. 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 a weighted average price. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.00 to $27.205. 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 a weighted average price. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.25 to $27.29. 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 a weighted average price. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.00 to $27.25. 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 a weighted average price. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.25 to $27.30. 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 a weighted average price. Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012. Became exercisable in two equal annual installments beginning on November 18, 2012. Became exercisable in three equal annual installments beginning on November 18, 2012. Became exercisable as to 14,850 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012. Became exercisable in three equal annual installments beginning on January 1, 2013. 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 2016-11-23