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^*

DAVIS JOE R

(Last)

(First)

(Middle)

CONSOLIDATED GRAPHICS

5858 WESTHEIMER SUITE 200

(Street)

HOUSTON

77057

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CONSOLIDATED GRAPHICS INC /TX/ [ CGX ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2008

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	03/01/2008		A		2,500	A	$0	107,300	D

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)
Restricted Stock Unit Award	⁽¹⁾	04/01/2008		A		12,500		⁽²⁾	⁽²⁾	Common Stock	12,500	$0	1,135,000⁽³⁾⁽⁴⁾	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Common Stock.

2. The restricted stock units vest in three equal annual installments on each of April 1, 2009, 2010 and 2011. Vested shares will be delivered to the reporting person promptly upon vesting. Exceptions to the stated vesting dates are certain events of termination of Mr. Davis' employment agreement and/or a change in control event.

3. Includes previously reported stock option grants totaling 1,100,000 shares as follows: 250,000 @ 53.25, 300,000 @ 11.4375, 50,000 @ 19.10, 50,000 @ 14.75, 50,000 @ 23.00, 50,000 @ 41.51, 50,000 @ 50.84, and 300,000 @ 50.90. Each of these stock option grants have been vested; however, certain restrictions on the sale of the underlying shares of any options exercised is imposed on 360,000 options as of March 31, 2008. These restrictions are scheduled to lift on 120,000 options each of March 31, 2009, 2010 and 2011, although these restrictions are subject to being accelerated or deferred based on certain events of termination of Mr. Davis' employment agreement and/or a change in control event.

4. Also includes two separte awards of restricted stock units as follows: 12,500 restricted stock unit awards previously granted, of which 2,500 units vested on April 1, 2007 and were delivered to the reporting person, 2,500 units vested on April 1, 2008 and the remaining 7,500 units vest in 2,500 unit increments as each of April 1, 2009, 2010 and 2011; and 12,500 restricted stock unit awards previously granted, of which 3,125 units vested on April 1, 2008 and the remaining 9,375 units vest in 3,125 unit increments on each of April 1, 2009, 2010 and 2011. Certain of the vested shares will be delivered to the reporting person promptly upon vesting and certain others on March 1st following the end of the calendar year upon which the awards vested. Exceptions to the stated vesting and delivery dates are certain events of termination of Mr. Davis' employment agreement and/or change in control event.

	Joe R. Davis	04/03/2008
	** 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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