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 Betty Ewens

(Last) (First) (Middle)
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY

(Street)
SUSSEX WI 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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/29/2012
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/29/2012 C(1) 924 A (1) 7,894 I By 401(a) Plan
Class A Common Stock 1,952 D
Class A Common Stock 1,076,179 I As trustee - EEQ Tr(2)
Class A Common Stock 1,424 I As trustee - HRQ for Rich.(3)
Class A Common Stock 11,864 I As trustee - QCT HRQ(4)
Class A Common Stock 17,471 I As co-trustee - HVQ Life Ins. Tr.(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock (1) 08/29/2012 C(1) 924 (1) (1) Class A Common Stock 924 (1) 0 I By 401(a) Plan
Stock Options (Right to Buy) $19.12 05/14/2012 11/18/2021 Class A Common Stock 2,000 2,000 D
Stock Options (Right to Buy) $23.37 (6) 01/31/2017 Class A Common Stock 5,000 5,000 D
Stock Options (Right to Buy) $29.37 (7) 01/31/2018 Class A Common Stock 2,500 2,500 D
Stock Options (Right to Buy) $15.37 (8) 01/31/2019 Class A Common Stock 2,500 2,500 D
Stock Options (Right to Buy) $16.62 (9) 01/31/2020 Class A Common Stock 2,500 2,500 D
Stock Options (Right to Buy) $41.26 (10) 01/01/2021 Class A Common Stock 2,392 2,392 D
Stock Options (Right to Buy) $14.14 (11) 01/01/2022 Class A Common Stock 2,392 2,392 D
Class B Common Stock (12) (12) (12) Class A Common Stock 800,000 800,000 I By GRATs
Class B Common Stock (12) (12) (12) Class A Common Stock 51,614 51,614 I As co-trustee - HVQ Life Ins Tr(5)
Explanation of Responses:
1. Class C Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date.
2. As Trustee for the Elizabeth E. Quadracci Rev Tr of 1980. 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 her pecuniary interest therein.
3. As Trustee for the HRQ 1990 Descendants Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
4. As Trustee for the Quadracci Children's Trust f/b/o Harry R. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
5. As Co-Trustee of the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
6. Became exercisable as to 2,500 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.
7. Became exercisable as to 1,000 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.
8. Became exercisable as to 750 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.
9. Became exercisable as to 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.
10. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
11. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
12. 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.
Remarks:
/s/ Russell E. Ryba, Attorney-in-Fact for Betty Ewens Quadracci 08/30/2012
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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