Sec Form 4 Filing - Flores Kathryn Quadracci @ Quad/Graphics, Inc. - 2017-02-28

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 Flores Kathryn Quadracci 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) 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2017 (Street) QUAD/GRAPHICS53089-3995 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 02/28/2017 S 5,823 D $ 27.43 22,913 I As Trustee - HRQ 2014 Trust Class A Common Stock 11/17/2017 S 22,913 D $ 21.644 0 I As Trustee - HRQ 2014 Trust Class A Common Stock 01/01/2019 A 9,058 ( 1 ) A $ 0 31,235 ( 1 ) ( 2 ) ( 3 ) D Class A Common Stock 4,067 I As Trustee - DQ 2008 Trust Class A Common Stock 4,067 I As Trustee - HVQ 2003 Trust Class A Common Stock 4,067 I As Trustee - MAQ 2001 Trust Class A Common Stock 0 ( 4 ) 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 Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,601 1,601 D Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,468 1,468 I As Trustee - DQ 2008 Trust Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 14,915 14,915 I As Trustee - HRQ 2014 Trust Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,468 1,468 I As Trustee - HVQ 2003 Trust Class B Common Stock ( 5 ) ( 5 ) ( 5 ) Class A Common Stock 1,468 1,468 I As Trustee - MAQ 2001 Trust

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flores Kathryn Quadracci QUAD/GRAPHICS53089-3995 X Signatures /s/ Sherilyn R. Whitmoyer, as attorney in fact for Kathryn Quadracci Flores 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )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, 2020 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. ( 2 )Includes 1,300 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted. ( 3 )192,271 shares previously held by the reporting person directly were transferred to a trust in a transaction exempt from Section 16 reporting pursuant to Rule 16a-13. ( 4 )This number reflects distributions from the Plan that are exempt transaction exempt from Section 16 reporting. ( 5 )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.

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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