Sec Form 4 Filing - Blais David A @ Quad/Graphics, Inc. - 2017-05-16

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Blais David A
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 Vice President *
(Last) (First) (Middle)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
3. Date of Earliest Transaction (MM/DD/YY)
05/16/2017
(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 05/16/2017 M 100 A $ 14.14 109,212 D
Class A Common Stock 05/16/2017 S 100 D $ 24.5 109,112 D
Class A Common Stock 5,136 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 Exerc isable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 13.4708 ( 1 ) 11/18/2021 Class A Common Stock 2,757 2,757 D
Stock Options (Right to Buy) $ 13.4708 ( 2 ) 11/18/2021 Class A Common Stock 5,775 5,775 D
Stock Options (Right to Buy) $ 13.4708 ( 3 ) 11/18/2021 Class A Common Stock 6,350 6,350 D
Stock Options (Right to Buy) $ 13.4708 ( 4 ) 11/18/2021 Class A Common Stock 5,250 5,250 D
Stock Options (Right to Buy) $ 13.4708 ( 5 ) 11/18/2021 Class A Common Stock 5,250 5,250 D
Stock Options (Right to Buy) $ 13.4708 ( 6 ) 11/18/2021 Class A Common Stock 10,000 10,000 D
Stock Options (Right to Buy) $ 13.4708 ( 6 ) 11/18/2021 Class A Common Stock 10,000 10,000 D
Stock Options (Right to Buy) $ 29.37 ( 7 ) 01/31/2018 Class A Common Stock 20,000 20,000 D
Stock Options (Right to Buy) $ 16.62 ( 8 ) 01/31/2020 Class A Common Stock 30,000 30,000 D
Stock Options (Right to Buy) $ 41.26 ( 9 ) 01/01/2021 Class A Common Stock 23,929 23,929 D
Stock Options (Right to Buy) $ 14.14 05/16/2017 M 100 ( 10 ) 01/01/2022 Class A Common Stock 100 $ 0 23,829 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Blais David A
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI53089
Executive Vice President *
Signatures
/s/ Jennifer J. Kent, Attorney-In-Fact for David A. Blais 05/18/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Became exercisable as to 1,654 shares on May 14, 2012, and become exercisable ratably over the next two years with respect to the remaining shares beginning on November 18, 2012.
( 2 )Became exercisable as to 3,675 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.
( 3 )Became exercisable as to 2,675 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.
( 4 )Became exercisable as to 3,150 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.
( 5 )Became exercisable as to 2,887 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.
( 6 )Became exercisable as to 4,500 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 )Became exercisable as to 8,000 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.
( 8 )Became exercisable as to 6,000 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.
( 9 )Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
( 10 )Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

Remarks:
* Executive Vice President Global Procurement & Strategy

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.