0001140361-16-090407.txt : 20161220
0001140361-16-090407.hdr.sgml : 20161220
20161220174111
ACCESSION NUMBER: 0001140361-16-090407
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161216
FILED AS OF DATE: 20161220
DATE AS OF CHANGE: 20161220
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: 162062278
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
2016-12-16
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
187233
D
Class A Common Stock
1291
I
By Spouse
Class A Common Stock
2016-12-16
4
S
0
600
26.75
D
97753
I
As trustee - HRQ 2010 Tr.
Class A Common Stock
2016-12-19
4
S
0
24400
26.75
D
73353
I
As trustee - HRQ 2010 Tr.
Class A Common Stock
2016-12-19
4
S
0
73353
27.0048
D
0
I
As trustee - HRQ 2010 Tr.
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)
29.37
2019-01-31
Class A Common Stock
30000
30000
D
Stock Options (Right to Buy)
16.62
2020-01-31
Class A Common Stock
9000
9000
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
113741
113741
I
As trustee - HRQ 2010 Tr.
These shares were previously received in the finalization of the estate of Elizabeth E. Quadracci, a co-founder and former director of the Company who died in 2013. As a result of the estate tax finalization, the beneficiaries of the estate received additional shares of class A common stock and class B common stock of the Company and, in light of their already extensive holdings, the beneficiaries have sold, or intend to sell, some of the class A shares received from the estate for diversification purposes. These planned sales will not have a material impact on the Quadracci family's ownership or control of the Company.
The price in Column 4 is a weighted average price. The prices actually received ranged from $26.88 to $27.12. 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.
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.
Became exercisable in two 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.
/s/ Jennifer J. Kent, Attorney-In-Fact for John C. Fowler
2016-12-20