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^*

QUINLAN THOMAS J III

(Last)

(First)

(Middle)

C/O MOORE WALLACE INCORPORATED

1200 LAKESIDE DRIVE

(Street)

BANNOCKBURN

60015

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOORE WALLACE INC [ MWI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Business Integration

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2004

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)
Common stock	02/27/2004		D		231,055	D	⁽¹⁾	0	D
Common stock	02/27/2004		D		8,370	D	⁽²⁾	0	I	By 401(k)

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)
Employee stock option (right to buy)	⁽³⁾	02/27/2004		D			100,000	⁽³⁾	12/31/2010	Common stock	100,000	⁽³⁾	0	D
Employee stock option (right to buy)	⁽⁴⁾	02/27/2004		D			50,000	⁽⁴⁾	12/24/2011	Common stock	50,000	⁽⁴⁾	0	D
Employee stock option (right to buy)	⁽⁵⁾	02/27/2004		D			75,000	⁽⁵⁾	01/02/2013	Common stock	75,000	⁽⁵⁾	0	D
Restricted share units (2003 LTIP)	⁽⁶⁾	02/27/2004		D			90,000	⁽⁶⁾	⁽⁶⁾	Common stock	90,000	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to combinationr agreement between issuer and RR Donnelley & Sons Company in exchange for 145564 shares of Donnelley common stock having a market value of $31.76 per share on the effective date of the combination.

2. Disposed of pursuant to combination agreement between issuer and RR Donnelley & Sons Company in exchange for 5273 shares of Donnelley common stock having a market value of $31.76 per share on the effective date of the combination.

3. This option, which is fully vested, was assumed by RR Donnelley & Sons Company in the combination and was replaced with an option to purchase 63,000 shares of Donnelley common stock for $4.32 per share.

4. This option, which is fully vested, was assumed by RR Donnelley & Sons Company in the combination and was replaced with an option to purchase 31500 shares of Donnelley common stock for $16.84 per share.

5. This option, which is fully vested, was assumed by RR Donnelley & Sons Company in the combination and was replaced with an option to purchase 47250 shares of Donnelley common stock for $16.72 per share.

6. These restricted share units, which provide for vesting in 4 equal annual installments beginning January 13, 2005 and vest in full upon the reporting person's death, retirement or disability, were assumed by Donnelley in the combination and were replaced with 56700 Donnelley restricted stock units. Expires one day following the reporting person's termination of employment other than as a result of death, retirement or disability.

	Theodore J. Theophilos, by limited power of attorney	03/02/2004
	** Signature of Reporting Person	Date
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