Statement of Changes in Beneficial Ownership (4)
March 16 2022 - 11:13AM
Edgar (US Regulatory)
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL
OWNERSHIP OF SECURITIES
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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
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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)
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|
(Last)
(First)
(Middle)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY |
3. Date of Earliest Transaction (MM/DD/YYYY)
3/15/2022
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(Street)
SUSSEX, WI 53089-3995
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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 |
3/15/2022 |
|
D |
|
32528 |
D |
$5.9334 (1) |
70250 (2)(3) |
D |
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|
Class A Common Stock |
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|
|
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|
|
|
4067 |
I |
As Trustee - DQ 2008 Trust (4) |
|
Class A Common Stock |
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|
|
|
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|
|
4067 |
I |
As Trustee - HVQ 2003 Trust (5) |
|
Class A Common Stock |
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|
|
|
|
|
|
4067 |
I |
As Trustee - MAQ 2001 Trust (6) |
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 |
(7) |
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|
|
|
|
|
(7) |
(7) |
Class A Common Stock |
2870 |
|
2870 |
I |
As Trustee - DQ 2008 Trust (4) |
|
Class B Common Stock |
(7) |
|
|
|
|
|
|
(7) |
(7) |
Class A Common Stock |
14915 |
|
14915 |
I |
As Trustee - HRQ 2014 Trust (8) |
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Class B Common Stock |
(7) |
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|
|
|
|
|
(7) |
(7) |
Class A Common Stock |
2870 |
|
2870 |
I |
As Trustee - HVQ 2003 Trust (5) |
|
Class B Common Stock |
(7) |
|
|
|
|
|
|
(7) |
(7) |
Class A Common Stock |
2868 |
|
2868 |
I |
As Trustee - MAQ 2001 Trust (6) |
| 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. |
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, WI 53089-3995 |
X |
|
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Signatures
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|
/s/ Sherilyn R. Whitmoyer, as attorney-in-fact
for Kathryn Quadracci Flores |
|
3/16/2022 |
| **Signature of Reporting
Person |
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). |
| 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 control number. |
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