SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Quadracci J Joel

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC.

N61 W23044 HARRY'S WAY

(Street)

SUSSEX

53089

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [ QUAD ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman, Pres. & CEO

3. Date of Earliest Transaction (Month/Day/Year)
11/29/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/29/2016		M		20,407	A	$23.37	817,279	D
Class A Common Stock	11/29/2016		S		20,407	D	$27.6595⁽¹⁾	796,872	D
Class A Common Stock	11/29/2016		M		17,600	A	$23.37	814,472	D
Class A Common Stock	11/29/2016		S		17,600	D	$27.2549⁽²⁾	796,872	D
Class A Common Stock	11/29/2016		W⁽³⁾	V	198,353	A	$0	198,353	I	As trustee - HRQ 2010 Tr⁽⁵⁾
Class A Common Stock	11/29/2016		W⁽⁴⁾	V	198,353	A	$0	995,225	D
Class A Common Stock	11/30/2016		S⁽⁴⁾		58,601	D	$28.3432⁽⁶⁾	936,624	D
Class A Common Stock	11/30/2016		S⁽⁴⁾		10,000	D	$28.2245⁽⁷⁾	926,624	D
Class A Common Stock								5,524	I	By 401(a) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$13.4708							⁽⁸⁾	11/18/2021	Class A Common Stock	4,410		4,410	D
Stock Options (Right to Buy)	$13.4708							⁽⁹⁾	11/18/2021	Class A Common Stock	5,250		5,250	D
Stock Options (Right to Buy)	$13.4708							⁽⁹⁾	11/18/2021	Class A Common Stock	6,825		6,825	D
Stock Options (Right to Buy)	$13.4708							⁽¹⁰⁾	11/18/2021	Class A Common Stock	3,675		3,675	D
Stock Options (Right to Buy)	$13.4708							⁽¹⁰⁾	11/18/2021	Class A Common Stock	3,938		3,938	D
Stock Options (Right to Buy)	$13.4708							⁽¹¹⁾	11/18/2021	Class A Common Stock	9,000		9,000	D
Stock Options (Right to Buy)	$13.4708							⁽¹²⁾	11/18/2021	Class A Common Stock	4,250		4,250	D
Stock Options (Right to Buy)	$23.37	11/29/2016		M			20,407	⁽¹³⁾	01/31/2017	Class A Common Stock	20,407	$0	17,600	D
Stock Options (Right to Buy)	$23.37	11/29/2016		M			17,600	⁽¹³⁾	01/31/2017	Class A Common Stock	17,600	$0	0	D
Stock Options (Right to Buy)	$29.37							⁽¹⁴⁾	01/31/2018	Class A Common Stock	100,000		100,000	D
Stock Options (Right to Buy)	$15.37							⁽¹⁵⁾	01/31/2019	Class A Common Stock	100,000		100,000	D
Stock Options (Right to Buy)	$16.62							⁽¹⁵⁾	01/31/2020	Class A Common Stock	150,000		150,000	D
Stock Options (Right to Buy)	$41.26							⁽¹⁶⁾	01/01/2021	Class A Common Stock	119,643		119,643	D
Stock Options (Right to Buy)	$14.14							⁽¹⁷⁾	01/01/2022	Class A Common Stock	39,881		39,881	D
Class B Common Stock	⁽¹⁸⁾	11/29/2016		W⁽⁴⁾	V	2,082		⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	2,082	$0	233,568	D
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	92		92	I	As trustee - AQH Tr⁽¹⁹⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	92		92	I	As trustee - EQH Tr⁽²⁰⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	92		92	I	As trustee - KBH Tr⁽²¹⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	92		92	I	As trustee - WVH Tr⁽²²⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	120,009		120,009	I	As trustee - HVQ for Joel⁽²³⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	5,480		5,480	I	As trustee - IMF Tr⁽²⁴⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	5,480		5,480	I	As trustee - KMF Tr⁽²⁵⁾
Class B Common Stock	⁽¹⁸⁾							⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	5,480		5,480	I	As trustee - HVF Tr⁽²⁶⁾
Class B Common Stock	⁽¹⁸⁾	11/29/2016		W⁽³⁾	V	2,081		⁽¹⁸⁾	⁽¹⁸⁾	Class A Common Stock	2,081	$0	113,741	I	As trustee - HRQ 2010 Tr⁽⁵⁾

Explanation of Responses:

1. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.60 to $27.725. 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.

2. The price in Column 4 is a weighted average price. The prices actually received ranged from $27.25 to $27.265. 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.

3. The transaction represents the settlement of an estate of which the reporting person is a trustee of a beneficiary.

4. The transaction represents the settlement of an estate of which the reporting person is a beneficiary and is being done for diversification purposes.

5. As Trustee for the H. Richard Quadracci 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.

6. The price in Column 4 is a weighted average price. The prices actually received ranged from $28.04 to $28.61. 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.

7. The price in Column 4 is a weighted average price. The prices actually received ranged from $28.13 to $28.32. 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.

8. Became exercisable as to 3,307 shares on May 14, 2012, and become exercisable ratably over the next two years with respect to the remaining shares beginning on November 18, 2012.

9. Became exercisable as to 3,150 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.

10. Became exercisable as to 1,575 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.

11. Became exercisable as to 3,500 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.

12. Became exercisable as to 1,500 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.

13. Became exercisable as to 75,000 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.

14. Became exercisable as to 40,000 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.

15. Became exercisable as to 30,000 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.

16. Became exercisable in three equal annual installments beginning on January 1, 2013.

17. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

18. 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.

19. As Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

20. As Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

21. As Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

22. As Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

23. As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. 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.

24. As Trustee for the Isabella Marion Flores 1999 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

25. As Trustee for the Kaitlin Mary Flores 2000 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

26. As Trustee for the Harry Virgil Quadracci Flores 2002 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. 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 J. Joel Quadracci	12/01/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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