X0304 4 2011-11-18 0 0001481792 Quad/Graphics, Inc. QUAD 0001495596 Frankowski Thomas J C/O QUAD/GRAPHICS, INC. N63 W23075 HIGHWAY 74 SUSSEX WI 53089 0 1 0 0 EVP of Mfg & Operations Class A Common Stock 42535 D Class A Common Stock 5219 I By 401(a) Plan Stock Options (Right to Buy) 8.4354 2011-11-18 4 D 0 4962 5.0354 D 2014-01-31 Class A Common Stock 4962 0 D Stock Options (Right to Buy) 17.1429 2011-11-18 4 D 0 7350 0 D 2019-01-31 Class A Common Stock 7350 0 D Stock Options (Right to Buy) 21.6667 2011-11-18 4 D 0 3938 0 D 2020-01-31 Class A Common Stock 3938 0 D Stock Options (Right to Buy) 25.9524 2011-11-18 4 D 0 4200 0 D 2021-01-31 Class A Common Stock 4200 0 D Stock Options (Right to Buy) 32.00 2011-11-18 4 D 0 15900 0 D 2023-01-31 Class A Common Stock 15900 0 D Stock Options (Right to Buy) 41.25 2011-11-18 4 D 0 40000 0 D 2017-01-31 Class A Common Stock 40000 0 D Stock Options (Right to Buy) 29.37 2011-11-18 4 D 0 20000 0 D 2018-01-31 Class A Common Stock 20000 0 D Stock Options (Right to Buy) 15.37 2011-11-18 4 D 0 30000 0 D 2019-01-31 Class A Common Stock 30000 0 D Stock Options (Right to Buy) 16.62 2011-11-18 4 D 0 20000 0 D 2020-01-31 Class A Common Stock 20000 0 D Stock Options (Right to Buy) 41.26 2021-01-01 Class A Common Stock 23929 23929 D Class C Common Stock Class A Common Stock 57 57 I By 401(a) Plan IMPORTANT NOTICE: THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS ARE NOT EXERCISING OPTIONS OR SELLING SHARES, AND THEY ARE NOT LOWERING THEIR STAKE IN THE COMPANY. RATHER, THE TRANSACTIONS SHOWN IN TABLE II ARE THE TERMINATION BY THE COMPANY OF THE OPTIONS ISSUED UNDER THE COMPANY'S 1990 AND 1999 STOCK OPTION PLANS. THE OPTIONEES ARE RECEIVING NEW OPTION GRANTS UNDER THE COMPANY'S 2010 OMNIBUS EQUITY INCENTIVE PLAN EQUAL IN NUMBER TO THE OPTIONS BEING TERMINATED. FOR DETAILS, SEE THE COMPANY'S FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2011. 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. The option was cancelled as part of the termination and liquidation of all of Quad/Graphics, Inc.'s outstanding stock options that had been granted with terms intended to comply with, rather than be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended ("Section 409A"). As required by the termination provisions of Section 409A, the cancellation payment will be made between 12 months and 24 months after November 18, 2011 (unless the payment would be made earlier under the terms of the option absent the Section 409A termination). 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. 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. 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. 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. 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. 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. Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013. 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. /s/ Andrew R. Schiesl, Attorney-In-Fact for Thomas J. Frankowski 2011-11-22