Sec Form 4 Filing - Flores Kathryn Quadracci @ Quad/Graphics, Inc. - 2016-11-29

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) QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY 3. Date of Earliest Transaction (MM/DD/YY) 11/29/2016 (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 11/29/2016 W( 1 ) V 198,353 A $ 0 226,643 ( 2 ) D Class A Common Stock 11/30/2016 S( 1 ) 7,324 D $ 28.2575 ( 3 ) 219,319 D Class A Common Stock 11/30/2016 S( 1 ) 17,000 D $ 28.2906 ( 4 ) 202,319 D Class A Common Stock 1,804 ( 5 ) I By 401(a) Plan Class A Common Stock 5,823 I As trustee - HRQ 2014 Trust

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 ( 6 ) 08/25/2016 G V 20,622 ( 6 ) ( 6 ) Class A Common Stock 20,622 $ 0 37,828 I As trustee - HRQ 2014 Trust Class B Common Stock ( 6 ) 08/26/2016 G V 1,752 ( 6 ) ( 6 ) Class A Common Stock 1,752 $ 0 0 I As trustee - HRQ 1990 Descendants Tr FBO Kathryn Flores Class B Common Stock ( 6 ) 08/25/2016 G V 8,242 ( 6 ) ( 6 ) Class A Common Stock 8,242 $ 0 223,001 D Class B Common Stock ( 6 ) 11/29/2016 W( 1 ) V 2,082 ( 6 ) ( 6 ) Class A Common Stock 2,082 $ 0 225,083 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Flores Kathryn Quadracci QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX, WI53089-3995 X Signatures /s/ Jennifer J. Kent, Attorney-in-Fact for Kathryn Quadracci Flores 12/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction represents the settlement of an estate of which the reporting person is a beneficiary and is being done for diversification purposes. ( 2 )Includes 1,036 additional deferred stock units resulting from the payment of dividends on the Class A Common Stock underlying deferred stock units previously granted. ( 3 )The price in Column 4 is a weighted average price. The prices actually received ranged from $28.25 to $28.43. The reporting person has provided to the issuer, and will provide to 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 a weighted average price. ( 4 )The price in Column 4 is a weighted average price. The prices actually received ranged from $28.13 to $28.48. The reporting person has provided to the issuer, and will provide to 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 a weighted average price. ( 5 )This number reflects distributions from the Plan that are exempt from reporting. ( 6 )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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