Statement of Changes in Beneficial Ownership (4)
May 14 2021 - 10:59AM
Edgar (US Regulatory)
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 OF SECURITIES
|
OMB
APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response... 0.5 |
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Filed pursuant to Section 16(a) of the
Securities Exchange Act of 1934 or Section 30(h) of the Investment
Company Act of 1940
|
|
| 1. Name
and Address of Reporting Person * Quadracci J Joel |
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
__X__ Officer (give title
below) _____ Other
(specify below)
Chairman, Pres & CEO |
|
(Last)
(First)
(Middle)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
5/12/2021
|
|
(Street)
SUSSEX, WI 53089
(City)
(State)
(Zip)
|
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
6. Individual or Joint/Group Filing
(Check Applicable Line) _X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. 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 |
5/12/2021 |
|
P |
|
30000 |
A |
$3.0394 (1) |
1442795 |
D |
|
|
Class A Common Stock |
5/13/2021 |
|
P |
|
35300 |
A |
$3.1563 (2) |
1478095 |
D |
|
|
Class A Common Stock |
|
|
|
|
|
|
|
4092.0535 (3) |
I |
By 401(a) Plan |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible
securities)
|
1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative
Security |
3. Trans. Date |
3A. Deemed Execution Date, if any |
4. Trans. 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 |
7. Title and Amount of Securities Underlying
Derivative Security
(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 |
229364 |
|
229364 |
D |
|
|
Class B Common Stock |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
2354 |
|
2354 |
I |
As Trustee - AQH Tr (5) |
|
Class B Common Stock |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
2354 |
|
2354 |
I |
As Trustee - EQH Tr (6) |
|
Class B Common Stock |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
120009 |
|
120009 |
I |
As Trustee - HVQ For Joel (7) |
|
Class B Common Stock |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
2354 |
|
2354 |
I |
As Trustee - KBH Tr (8) |
|
Class B Common Stock |
(4) |
|
|
|
|
|
|
(4) |
(4) |
Class A Common Stock |
2354 |
|
2354 |
I |
As Trustee - WVH Tr (9) |
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
4410 |
|
4410 |
D |
|
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
3675 |
|
3675 |
D |
|
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
6825 |
|
6825 |
D |
|
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
3938 |
|
3938 |
D |
|
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
9000 |
|
9000 |
D |
|
|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
5250 |
|
5250 |
D |
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|
Stock Options (Right to
Buy) |
$13.4708 |
|
|
|
|
|
|
(10) |
11/18/2021 |
Class A Common Stock |
4250 |
|
4250 |
D |
|
|
Stock Options (Right to
Buy) |
$14.14 |
|
|
|
|
|
|
(10) |
1/1/2022 |
Class A Common Stock |
39881 |
|
39881 |
D |
|
| Explanation of
Responses: |
| (1) |
Price reported in column 4
is a weighted average price. Shares purchased at prices ranging
from $2.95 to $3.10. The reporting person undertakes to provide to
the Company, any shareholder of the Company, and the staff of the
SEC, upon request, full information regarding the number of shares
purchased at each separate price. |
| (2) |
Price reported in column 4
is a weighted average price. Shares purchased at prices ranging
from $3.00 to $3.25. The reporting person undertakes to provide to
the Company, any shareholder of the Company, and the staff of the
SEC, upon request, full information regarding the number of shares
purchased at each separate price. |
| (3) |
Shares acquired under the
Company Savings Plan based on information furnished by the Plan
Administrator as of 04/30/2021. |
| (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 Alexander
Q. Harned 2007 Trust. The reporting person is a trustee of the
trust and is a current or future beneficiary thereof. The reporting
person disclaims beneficial ownership of the reported securities
except to the extent of his pecuniary interest therein. |
| (6) |
As Trustee for the Elizabeth
Quadracci Harned 2003 Trust. The reporting person is a trustee of
the trust and is a current or future beneficiary thereof. The
reporting person disclaims beneficial ownership of the reported
securities except to the extent of his pecuniary interest
therein. |
| (7) |
As Trustee for the HVQ 1992
Descendants Trust f/b/o J. Joel Quadracci. 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. |
| (8) |
As Trustee for the Kathryn
B. Harned 2004 Trust. The reporting person is a trustee of the
trust and is a current or future beneficiary thereof. The reporting
person disclaims beneficial ownership of the reported securities
except to the extent of his pecuniary interest therein. |
| (9) |
As Trustee for the William
V. Harned 2006 Trust. The reporting person is a trustee of the
trust and is a current or future beneficiary thereof. The reporting
person disclaims beneficial ownership of the reported securities
except to the extent of his pecuniary interest therein. |
| (10) |
All options are fully vested
and currently exercisable. |
Reporting
Owners
|
|
Reporting Owner Name / Address |
Relationships
|
|
Director |
10% Owner |
Officer |
Other |
Quadracci J Joel
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089 |
X |
|
Chairman, Pres & CEO |
|
Signatures
|
|
/s/ Sherilyn R. Whitmoyer, attorney-in-fact for
J. Joel Quadracci |
|
5/14/2021 |
| **Signature of Reporting
Person |
Date |
Quad Graphics (NYSE:QUAD)
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