Sec Form 4 Filing - Fowler John C @ Quad/Graphics, Inc. - 2017-11-20

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) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY 3. Date of Earliest Transaction (MM/DD/YY) 11/20/2017 (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 11/20/2017 S 10,908 D $ 21.7658 102,833 I As Trustee - HRQ 2010 Tr ( 1 ) Class A Common Stock 11/22/2017 S 56,569 D $ 21.8271 46,264 I As Trustee - HRQ 2010 Tr ( 1 ) Class A Common Stock 11/28/2017 S 24,039 D $ 21.8775 22,225 I As Trustee - HRQ 2010 Tr ( 1 ) Class A Common Stock 11/29/2017 S 22,225 D $ 21.8637 0 I As Trustee - HRQ 2010 Tr ( 1 ) Class A Common Stock 01/01/2019 A 9,058 ( 2 ) A $ 0 118,878 ( 2 ) ( 3 ) D

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 Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,125 1,125 I As Trustee - HVF Tr ( 5 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,125 1,125 I As Trustee - IMF Tr ( 6 ) Class B Common Stock ( 4 ) ( 4 ) ( 4 ) Class A Common Stock 1,125 1,125 I As Trustee - KMF Tr ( 7 ) Stock Options (Right to Buy) $ 29.37 ( 8 ) 01/31/2019 Class A Common Stock 30,000 30,000 D Stock Options (Right to Buy) $ 41.26 ( 8 ) 12/31/2020 Class A Common Stock 34,218 34,218 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fowler John C C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX, WI53089 X Signatures /s/ Sherilyn R. Whitmoyer, Attorney-in-Fact for John C. Fowler 01/04/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As Trustee for the HRQ 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. ( 2 )Includes 9,058 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 Omnibus Incentive Plan that will be delivered to the reporting person on the earlier of January 1, 2021 or the reporting person's separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend date. ( 3 )Includes 175 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted ( 4 )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. ( 5 )As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 6 )As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 7 )As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 8 )All options are fully vested and currently exercisable.

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).

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