Statement of Changes in Beneficial Ownership (4)
May 25 2022 - 01:17PM
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).
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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 * Fowler John C |
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/YYYY)
5/23/2022
|
(Street)
SUSSEX, WI 53089
(City)
(State)
(Zip)
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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 |
5/23/2022 |
|
A |
|
23454 |
A |
$0 |
147674 (1) |
D |
|
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 |
(2) |
|
|
|
|
|
|
(2) |
(2) |
Class A Common Stock |
7086 |
|
7086 |
I |
As Trustee - HVF Tr (3) |
Class B Common Stock |
(2) |
|
|
|
|
|
|
(2) |
(2) |
Class A Common Stock |
7087 |
|
7087 |
I |
As Trustee - IMF Tr (4) |
Class B Common Stock |
(2) |
|
|
|
|
|
|
(2) |
(2) |
Class A Common Stock |
7087 |
|
7087 |
I |
As Trustee - KMF Tr (5) |
Class B Common Stock |
(2) |
|
|
|
|
|
|
(2) |
(2) |
Class A Common Stock |
156 |
|
156 |
I |
As Trustee - KQF Descen (6) |
Explanation of
Responses: |
(1) |
Includes 94,606 shares
attributable to deferred stock units granted under the
Quad/Graphics, Inc. 2010 and 2020 Omnibus Incentive
Plans. |
(2) |
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. |
(3) |
As Trustee for the Harry
Virgil Flores 2017 Trust. The reporting person disclaims beneficial
ownership of the reported securities except to the extent of his
pecuniary interest therein. |
(4) |
As Trustee for the Isabella
Marion Flores 2017 Trust. The reporting person disclaims beneficial
ownership of the reported securities except to the extent of his
pecuniary interest therein. |
(5) |
As Trustee for the Kaitlin
Mary Flores 2017 Trust. The reporting person disclaims beneficial
ownership of the reported securities except to the extent of his
pecuniary interest therein. |
(6) |
As Trustee for the KQF 2019
Descendants' Trust. The reporting person disclaims beneficial
ownership of the reported securities except to the extent of his
pecuniary interest therein. |
Reporting
Owners
|
Reporting Owner Name / Address |
Relationships
|
Director |
10% Owner |
Officer |
Other |
Fowler John C
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089 |
X |
|
|
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Signatures
|
/s/ Sherilyn R. Whitmoyer, Attorney-in-Fact for
John C. Fowler |
|
5/25/2022 |
**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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