Edgar Filing: Quadracci J Joel

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Quadracci J Joel

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

(Last)

(First)

(Middle)

C/O QUAD/GRAPHICS, INC., N63 W23075 HIGHWAY 74

3. Date of Earliest Transaction (Month/Day/Year)
11/18/2011

(Street)

SUSSEX, WI 53089

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Class A Common Stock								80,184	D
Class A Common Stock								96,256	I	As trustee - JJQ Trust ⁽²⁾
Class A Common Stock								3,326	I	By 401(a) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Options (Right to Buy)

$ 8.4354

11/18/2011

D⁽¹⁾

4,410

⁽³⁾

01/31/2014

Class A Common Stock

4,410

$ 5.0354 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 11.2925

11/18/2011

D⁽¹⁾

5,250

⁽⁵⁾

01/31/2016

Class A Common Stock

5,250

$ 2.1783 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 17.1429

11/18/2011

D⁽¹⁾

6,825

⁽⁶⁾

01/31/2019

Class A Common Stock

6,825

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 21.6667

11/18/2011

D⁽¹⁾

3,675

⁽⁷⁾

01/31/2020

Class A Common Stock

3,675

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 25.9524

11/18/2011

D⁽¹⁾

3,938

⁽⁸⁾

01/31/2021

Class A Common Stock

3,938

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 32

11/18/2011

D⁽¹⁾

13,250

⁽⁹⁾

01/31/2023

Class A Common Stock

13,250

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 41.25

11/18/2011

D⁽¹⁾

150,000

⁽¹⁰⁾

01/31/2017

Class A Common Stock

150,000

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 29.37

11/18/2011

D⁽¹⁾

100,000

⁽¹¹⁾

01/31/2018

Class A Common Stock

100,000

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 15.37

11/18/2011

D⁽¹⁾

100,000

⁽¹²⁾

01/31/2019

Class A Common Stock

100,000

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 16.62

11/18/2011

D⁽¹⁾

150,000

⁽¹³⁾

01/31/2020

Class A Common Stock

150,000

$ 0 ⁽⁴⁾

0 ⁽¹⁾

Stock Options (Right to Buy)

$ 41.26

⁽¹⁴⁾

01/01/2021

Class A Common Stock

119,643

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

114,381

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

2,517

By spouse

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

As trustee - AQH Tr ⁽¹⁶⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

As trustee - EQH Tr ⁽¹⁷⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

1,752

As trustee - HRQ for Joel ⁽¹⁸⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

223

As trustee - HVQF Tr ⁽¹⁹⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

5,480

As trustee - IMF Tr ⁽²⁰⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

103,900

As trustee - JJQ Tr ⁽²⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

As trustee - KBH Tr ⁽²¹⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

3,148

As trustee - KMF Tr ⁽²²⁾

Class B Common Stock

⁽¹⁵⁾

Class A Common Stock

As trustee - WVH Tr ⁽²³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Quadracci J Joel C/O QUAD/GRAPHICS, INC. N63 W23075 HIGHWAY 74 SUSSEX, WI 53089	X		Chairman, Pres. & CEO

Signatures

/s/ Andrew R. Schiesl, Attorney-In-Fact for J. Joel Quadracci		11/22/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	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.
(2)	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.
(3)	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.
(4)	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).
(5)	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.
(6)	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.
(7)	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.
(8)	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.
(9)	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.
(10)	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.
(11)	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.
(12)	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.
(13)	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.
(14)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
(15)	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.
(16)	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.
(17)	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.
(18)	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.
(19)	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.
(20)	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.
(21)	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.
(22)	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.
(23)	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.

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