0001140361-16-088460.txt : 20161201
0001140361-16-088460.hdr.sgml : 20161201
20161201193151
ACCESSION NUMBER: 0001140361-16-088460
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20161129
FILED AS OF DATE: 20161201
DATE AS OF CHANGE: 20161201
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: Quadracci J Joel
CENTRAL INDEX KEY: 0001495363
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-34806
FILM NUMBER: 162029522
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
2016-11-29
0
0001481792
Quad/Graphics, Inc.
QUAD
0001495363
Quadracci J Joel
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX
WI
53089
1
1
0
0
Chairman, Pres. & CEO
Class A Common Stock
2016-11-29
4
M
0
20407
23.37
A
817279
D
Class A Common Stock
2016-11-29
4
S
0
20407
27.6595
D
796872
D
Class A Common Stock
2016-11-29
4
M
0
17600
23.37
A
814472
D
Class A Common Stock
2016-11-29
4
S
0
17600
27.2549
D
796872
D
Class A Common Stock
2016-11-29
5
W
0
198353
0
A
198353
I
As trustee - HRQ 2010 Tr
Class A Common Stock
2016-11-29
5
W
0
198353
0
A
995225
D
Class A Common Stock
2016-11-30
4
S
0
58601
28.3432
D
936624
D
Class A Common Stock
2016-11-30
4
S
0
10000
28.2245
D
926624
D
Class A Common Stock
5524
I
By 401(a) Plan
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
4410
4410
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
5250
5250
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
6825
6825
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
3675
3675
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
3938
3938
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
9000
9000
D
Stock Options (Right to Buy)
13.4708
2021-11-18
Class A Common Stock
4250
4250
D
Stock Options (Right to Buy)
23.37
2016-11-29
4
M
0
20407
0
D
2017-01-31
Class A Common Stock
20407
17600
D
Stock Options (Right to Buy)
23.37
2016-11-29
4
M
0
17600
0
D
2017-01-31
Class A Common Stock
17600
0
D
Stock Options (Right to Buy)
29.37
2018-01-31
Class A Common Stock
100000
100000
D
Stock Options (Right to Buy)
15.37
2019-01-31
Class A Common Stock
100000
100000
D
Stock Options (Right to Buy)
16.62
2020-01-31
Class A Common Stock
150000
150000
D
Stock Options (Right to Buy)
41.26
2021-01-01
Class A Common Stock
119643
119643
D
Stock Options (Right to Buy)
14.14
2022-01-01
Class A Common Stock
39881
39881
D
Class B Common Stock
2016-11-29
5
W
0
2082
0
A
Class A Common Stock
2082
233568
D
Class B Common Stock
Class A Common Stock
92
92
I
As trustee - AQH Tr
Class B Common Stock
Class A Common Stock
92
92
I
As trustee - EQH Tr
Class B Common Stock
Class A Common Stock
92
92
I
As trustee - KBH Tr
Class B Common Stock
Class A Common Stock
92
92
I
As trustee - WVH Tr
Class B Common Stock
Class A Common Stock
120009
120009
I
As trustee - HVQ for Joel
Class B Common Stock
Class A Common Stock
5480
5480
I
As trustee - IMF Tr
Class B Common Stock
Class A Common Stock
5480
5480
I
As trustee - KMF Tr
Class B Common Stock
Class A Common Stock
5480
5480
I
As trustee - HVF Tr
Class B Common Stock
2016-11-29
5
W
0
2081
0
A
Class A Common Stock
2081
113741
I
As trustee - HRQ 2010 Tr
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.
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.
The transaction represents the settlement of an estate of which the reporting person is a trustee of a beneficiary.
The transaction represents the settlement of an estate of which the reporting person is a beneficiary and is being done for diversification purposes.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
Became 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 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.
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.
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.
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.
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.
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.
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.
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
2016-12-01