Sec Form 4 Filing - Fowler John C @ Quad/Graphics, Inc. - 2013-01-14

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Fowler John C
2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [ QUAD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive VP and CFO
(Last) (First) (Middle)
C/O QUAD/GRAPHICS, INC., N63 W23075 HIGHWAY 74
3. Date of Earliest Transaction (MM/DD/YY)
01/14/2013
(Street)
SUSSEX, WI53089
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/14/2013 S( 1 ) 5,525 D $ 21 197,459 D
Class A Common Stock 01/15/2013 S( 1 ) 6,250 D $ 21.5 191,209 D
Class A Common Stock 17,471 I As co-trustee - HVQ Life Ins. Tr. ( 2 )
Class A Common Stock 22,976 I By 401(a) Plan
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 13.4708 05/14/2012 11/18/2021 Class A Common Stock 7,350 7,350 D
Stock Options (Right to Buy) $ 19.12 05/14/2012 11/18/2021 Class A Common Stock 6,500 6,500 D
Stock Options (Right to Buy) $ 13.4708 05/14/2012 11/18/2021 Class A Common Stock 17,500 17,500 D
Stock Options (Right to Buy) $ 13.4708 05/14/2012 11/18/2021 Class A Common Stock 10,000 10,000 D
Stock Options (Right to Buy) $ 23.37 ( 3 ) 01/31/2017 Class A Common Stock 318,000 318,000 D
Stock Options (Right to Buy) $ 29.37 ( 4 ) 01/31/2019 Class A Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $ 15.37 ( 5 ) 01/31/2020 Class A Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $ 16.62 ( 6 ) 01/31/2020 Class A Common Stock 45,000 45,000 D
Stock Options (Right to Buy) $ 41.26 ( 7 ) 01/01/2021 Class A Common Stock 34,218 34,218 D
Stock Options (Right to Buy) $ 14.14 ( 8 ) 01/01/2022 Class A Common Stock 34,218 34,218 D
Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 51,614 51,614 I As co-trustee - HVQ Life Ins. Tr. ( 2 )
Class B Common Stock ( 9 ) ( 9 ) ( 9 ) Class A Common Stock 800,000 800,000 I By GRATs ( 10 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fowler John C
C/O QUAD/GRAPHICS, INC.
N63 W23075 HIGHWAY 74
SUSSEX, WI53089
Executive VP and CFO
Signatures
/s/ Russell E. Ryba, Attorney-In-Fact for John C. Fowler 01/16/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2012.
( 2 )As Trustee for the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities.
( 3 )Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
( 4 )Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012.
( 5 )Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012.
( 6 )Became exercisable as to 14,850 shares on May 14, 2012, and become exercisable ratably over the next three years with respect to the remaining shares beginning on November 18, 2012.
( 7 )Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
( 8 )Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
( 9 )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.
( 10 )As Trustee for certain GRATs established by Betty Ewens Quadracci. The reporting person disclaims beneficial ownership of the reported securities.

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).
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