Actionable news
0
All posts from Actionable news
Actionable news in QUAD: QUAD/GRAPHICS Inc,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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 J Joel
(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
X Officer (give title below) Other (specify below)
Chairman, Pres. & CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2018
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 01/01/2018 A 183,647(1) A $0 1,125,005(1) D
Class A Common Stock 5,395 I By 401(a) Plan
Class A Common Stock 113,741 I As trustee - HRQ 2010 Tr(2)
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
Stock Options (Right to Buy) $13.4708 (3) 11/18/2021 Class A Common Stock 4,410 4,410 D
Stock Options (Right to Buy) $13.4708 (4) 11/18/2021 Class A Common Stock 5,250 5,250 D
Stock Options (Right to Buy) $13.4708 (4) 11/18/2021 Class A Common Stock 6,825 6,825 D
Stock Options (Right to Buy) $13.4708 (5) 11/18/2021 Class A Common Stock 3,675 3,675 D
Stock Options (Right to Buy) $13.4708 (5) 11/18/2021 Class A Common Stock 3,938 3,938 D
Stock Options (Right to Buy) $13.4708 (6) 11/18/2021 Class A Common Stock 9,000 9,000 D
Stock Options (Right to Buy) $13.4708 (7) 11/18/2021 Class A Common Stock 4,250 4,250 D
Stock Options (Right to Buy) $29.37 (8) 01/31/2018 Class A Common Stock 100,000 100,000 D
Stock Options (Right to Buy) $15.37 (9) 01/31/2019 Class A Common Stock 100,000 100,000 D
Stock Options (Right to Buy) $16.62 (9) 01/31/2020 Class A Common Stock 150,000 150,000 D
Stock Options (Right to Buy) $41.26 (10) 01/01/2021 Class A Common Stock 119,643 119,643 D
Stock Options (Right to Buy) $14.14 (11) 01/01/2022 Class A Common Stock 39,881 39,881 D
Class B Common Stock (12) (12) (12) Class A Common Stock 233,568 233,568 D
Class B Common Stock (12) (12) (12) Class A Common Stock 92 92 I As trustee - AQH Tr(13)
Class B Common Stock (12) (12) (12) Class A Common Stock 92 92 I As trustee - EQH Tr(14)
Class B Common Stock (12) (12) (12) Class A Common Stock 92 92 I As trustee - KBH Tr(15)
Class B Common Stock (12) (12) (12) Class A Common Stock 92 92 I As trustee - WVH Tr(16)
Class B Common Stock (12) (12) (12) Class A Common Stock 120,009 120,009 I As trustee - HVQ for Joel(17)
Class B Common Stock (12) (12) (12) Class A Common Stock 5,480 5,480 I As trustee - IMF Tr(18)
Class B Common Stock (12) (12) (12) Class A Common Stock 5,480 5,480 I As trustee - KMF Tr(19)
Class B Common Stock (12) (12) (12) Class A Common Stock 5,480 5,480 I As trustee - HVF Tr(20)
Explanation of Responses:
1. Includes 183,647 shares of restricted stock granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will vest on March 1, 2021.
2. 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.
3. Became exercisable as to 3,307 shares on May 14, 2012, and became exercisable ratably over the next two years with respect to the remaining shares beginning on November 18, 2012.
4. Became exercisable as to 3,150 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
5. Became exercisable as to 1,575 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
6. Became exercisable as to 3,500 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
7. Became exercisable as to 1,500 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
8. Became exercisable as to 40,000 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
9. Became exercisable as to 30,000 shares on May 14, 2012, and became exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
10. Became exercisable in three equal annual installments beginning on January 1, 2013.
11. Became 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.
13. 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.
14. 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.
15. 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.
16. 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.
17. 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.
18. 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.
19. 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.
20. 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 01/03/2018
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

More