Sec Form 4 Filing - Flores Kathryn Quadracci @ Quad/Graphics, Inc. - 2022-03-15

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
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)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/15/2022
(Street)
SUSSEX, WI53089-3995
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 03/15/2022 D 32,528 D $ 5.9334( 1 ) 70,250( 2 )( 3 ) D
Class A Common Stock 4,067 I As Trustee - DQ 2008 Trust( 4 )
Class A Common Stock 4,067 I As Trustee - HVQ 2003 Trust( 5 )
Class A Common Stock 4,067 I As Trustee - MAQ 2001 Trust( 6 )
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 De rivative 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 ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 2,870 2,870 I As Trustee - DQ 2008 Trust( 4 )
Class B Common Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 14,915 14,915 I As Trustee - HRQ 2014 Trust( 8 )
Class B Common Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 2,870 2,870 I As Trustee - HVQ 2003 Trust( 5 )
Class B Common Stock ( 7 ) ( 7 ) ( 7 ) Class A Common Stock 2,868 2,868 I As Trustee - MAQ 2001 Trust( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Flores Kathryn Quadracci
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI53089-3995
X
Signatures
/s/ Sherilyn R. Whitmoyer, as attorney-in-fact for Kathryn Quadracci Flores 03/16/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price in column 4 is a weighted average price. The prices actually received ranged from $5.66 to $6.07 per share. The reporting person has provided the issuer, and will provide any security holder of the issuer, or the SEC staff,upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4, utilizing an average weighted price.
( 2 )Includes 17,648 shares of restricted stock granted for role as President of QuadMed, under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will vest on March 1, 2025. The President of QuadMed is not an executive officer of Quad/Graphics, Inc.
( 3 )Includes 52,602 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2010 and 2020 Omnibus Incentive Plans.
( 4 )As Trustee for the Danica Quadracci 2008 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 5 )As Trustee for the Halle Victoria Quadracci 2003 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 6 )As Trustee for the Meghan Angela Quadracci 2001 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 7 )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.
( 8 )As Trustee for the H. Richard Quadracci 2014 Trust. The reporting person is a trustee of the trust and/or is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.

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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