X0303 4 2010-12-27 0 0001481792 Quad/Graphics, Inc. QUAD 0001495363 Quadracci J Joel QUAD/GRAPHICS, INC. N63 W23075 HIGHWAY 74 SUSSEX WI 53089 1 1 0 0 Chairman, Pres. & CEO Class A Common Stock 61340 D Class A Common Stock 2010-12-27 5 Z 0 822 0 D 0 I As trustee - AQH Trust Class A Common Stock 2010-12-27 5 Z 0 822 0 D 0 I As trustee - EQH Trust Class A Common Stock 2010-12-27 5 Z 0 1423 0 D 0 I As trustee - HRQ for Joel Class A Common Stock 2010-12-27 5 Z 0 1403 0 D 0 I As trustee - HVQF Trust Class A Common Stock 2010-12-27 5 Z 0 2553 0 D 0 I As trustee - IMF Trust Class A Common Stock 96256 I As trustee - JJQ Trust Class A Common Stock 2010-12-27 5 Z 0 822 0 D 0 I As trustee - KBH Trust Class A Common Stock 2010-12-27 5 Z 0 2554 0 D 0 I As trustee - KMF Trust Class A Common Stock 2010-12-27 5 Z 0 822 0 D 0 I As trustee - WVH Trust Class A Common Stock 3189 I By 401(a) Plan Class B Common Stock Class A Common Stock 114381 114381 D Class B Common Stock Class A Common Stock 7 7 I As trustee - AQH Trust Class B Common Stock Class A Common Stock 92 92 I As trustee - EQH Trust Class B Common Stock Class A Common Stock 1752 1752 I As trustee - HRQ for Joel Class B Common Stock Class A Common Stock 223 223 I As trustee - HVQF Trust Class B Common Stock Class A Common Stock 5480 5480 I As trustee - IMF Trust Class B Common Stock Class A Common Stock 103900 103900 I As trustee - JJQ Trust Class B Common Stock Class A Common Stock 53 53 I As trustee - KBH Trust Class B Common Stock Class A Common Stock 3148 3148 I As trustee - KMF Trust Class B Common Stock Class A Common Stock 22 22 I As trustee - WVH Trust Stock Options (Right to Buy) 8.4354 2014-01-31 Class A Common Stock 4410 4410 D Stock Options (Right to Buy) 11.2925 2016-01-31 Class A Common Stock 5250 5250 D Stock Options (Right to Buy) 41.25 2017-01-31 Class A Common Stock 150000 150000 D Stock Options (Right to Buy) 34.75 2018-01-31 Class A Common Stock 100000 100000 D Stock Options (Right to Buy) 17.1429 2019-01-31 Class A Common Stock 6825 6825 D Stock Options (Right to Buy) 20.75 2019-01-31 Class A Common Stock 100000 100.000 D Stock Options (Right to Buy) 21.6667 2020-01-31 Class A Common Stock 3675 3675 D Stock Options (Right to Buy) 22.00 2020-01-31 Class A Common Stock 150000 150000 D Stock Options (Right to Buy) 25.9524 2021-01-31 Class A Common Stock 3938 3938 D Stock Options (Right to Buy) 32.00 2023-01-31 Class A Common Stock 13250 13250 D Represents deposit into voting trust of shares previously reported as owned 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. Represents deposit into voting trust of shares previously reported as owned 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. Represents deposit into voting trust of shares previously reported as owned as Trustee for the HRQ 1990 Descendants 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. Represents deposit into voting trust of shares previously reported as owned 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 Represents deposit into voting trust of shares previously reported as owned 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 James Joel Quadracci 2007 Descendants 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. Represents deposit into voting trust of shares previously reported as owned 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. Represents deposit into voting trust of shares previously reported as owned 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. Represents deposit into voting trust of shares previously reported as owned 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. 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. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 1994 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 1996 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service. Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2007 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service. Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2008 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 1999 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service. Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2009 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 2000 grant date, or upon a change of control of Quad/Graphics, Inc. or a separation from service. Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2010 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 2001 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service. Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 2003 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service. /s/ Russell E. Ryba, Attorney-In-Fact 2010-12-29