Statement of Ownership (sc 13g)
August 12 2022 - 01:05PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Quad/Graphics, Inc.
(Name of
Issuer)
Class A Common Stock
(Title of Class
of Securities)
August 03, 2022
(Date of Event
which Requires Filing of this Statement)
Check the appropriate box to designate
the rule pursuant to which this Schedule is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
* The remainder of this cover page
shall be filled out for a reporting person's initial filing on this
form with respect to the subject class of securities, and for any
subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the
remainder of this cover page shall not be deemed to be "filed" for
the purpose of Section 18 of the Securities Exchange Act of 1934
("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act
(however, see Instructions).
CUSIP No.: 747301109
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1 |
NAME OF REPORTING PERSON
William H. Miller III Living Trust (the "Trust")
I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY)
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2 |
CHECK THE APPROPRIATE BOX IF A
MEMBER OF A GROUP
(a) [ ]
(b) [ ]
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3 |
SEC USE ONLY |
4 |
CITIZENSHIP OR PLACE OF
ORGANIZATION
United States of America
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NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
WITH |
5 |
SOLE VOTING POWER
1,260,000
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6 |
SHARED VOTING POWER
814,950
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7 |
SOLE DISPOSITIVE POWER
1,260,000
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8 |
SHARED DISPOSITIVE POWER
814,950
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9 |
AGGREGATE AMOUNT BENEFICIALLY OWNED
BY EACH REPORTING PERSON
2,074,950 (The Trust owns 1,260,000 shares of Class A common
stock. The Trust is also deemed to be the beneficial owner of
814,950 shares of Class A common stock owned by clients of Miller
Value Partners, LLC, a registered investment adviser.)
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10 |
CHECK BOX IF THE AGGREGATE AMOUNT
IN ROW (9) EXCLUDES CERTAIN SHARES
[ ] |
11 |
PERCENT OF CLASS REPRESENTED BY
AMOUNT IN ROW (9)
5.11%
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12 |
TYPE OF REPORTING PERSON
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CUSIP No.: 747301109
ITEM
1(a). |
NAME OF ISSUER:
Quad/Graphics, Inc.
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ITEM
1(b). |
ADDRESS OF ISSUER'S PRINCIPAL
EXECUTIVE OFFICES:
N61 W23044 Harrys Way, Sussex,
Wisconsin 53089-3995
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ITEM
2(a). |
NAME OF PERSON
FILING:
William H. Miller III Living Trust
(the "Trust")
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ITEM
2(b). |
ADDRESS OF PRINCIPAL BUSINESS
OFFICE OR, IF NONE, RESIDENCE:
One South Street, Suite 2550
Baltimore, MD 21202
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ITEM
2(c). |
CITIZENSHIP:
United States of America
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ITEM
2(d). |
TITLE OF CLASS OF
SECURITIES:
Class A Common Stock
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ITEM
2(e). |
CUSIP NUMBER:
747301109
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ITEM 3. |
IF THIS STATEMENT IS FILED
PURSUANT TO SECTION 240.13d-1(b), or 13d-2(b) or (c) CHECK WHETHER
THE PERSON FILING IS A: |
(a)
[ ] |
Broker or dealer registered under Section 15 of
the Act (15 U.S.C. 78c); |
(b)
[ ] |
Bank as defined in Section 3(a)(6) of the Act (15
U.S.C. 78c); |
(c)
[ ] |
Insurance company as defined in Section 3(a)(19)
of the Act (15 U.S.C. 78c); |
(d)
[ ] |
Investment company registered under Section 8 of
the Investment Company Act of 1940 (15 U.S.C 80a-8); |
(e)
[ ] |
An investment adviser in accordance with
240.13d-1(b)(1)(ii)(E); |
(f)
[ ] |
An employee benefit plan or endowment fund in
accordance with 240.13d-1(b)(1)(ii)(F); |
(g)
[ ] |
A parent holding company or control person in
accordance with 240.13d-1(b)(1)(ii)(G); |
(h)
[ ] |
A savings associations as defined in Section 3(b)
of the Federal Deposit Insurance Act (12 U.S.C. 1813); |
(i)
[ ] |
A church plan that is excluded from the definition
of an investment company under Section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3); |
(j)
[ ] |
A non-U.S. institution in accordance with
240.13d-1(b)(1)(ii)(J); |
(k)
[ ] |
Group, in accordance with 240.13d-1(b)(1)(ii)(K).
If filing as a non-U.S. institution in accordance with
240.13d1(b)(1)(ii)(J), please specify the type of institution: |
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ITEM 4. |
OWNERSHIP |
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(a) Amount beneficially
owned: |
2,074,950 (The Trust owns 1,260,000
shares of Class A common stock. The Trust is also deemed to be the
beneficial owner of 814,950 shares of Class A common stock owned by
clients of Miller Value Partners, LLC, a registered investment
adviser.) |
(b) Percent of
class: |
5.11% |
(c) Number of shares as to
which the person has: |
(i) sole
power to vote or to direct the vote: |
1,260,000 |
(ii)
shared power to vote or to direct the vote: |
814,950 |
(iii) sole
power to dispose or direct the disposition of: |
1,260,000 |
(iv)
shared power to dispose or to direct the disposition of: |
814,950 |
ITEM
5. |
OWNERSHIP OF FIVE PERCENT OR
LESS OF A CLASS:
If this statement is being filed to
report the fact that as of the date hereof the reporting person has
ceased to be the beneficial owner of more than five percent of the
class of securities, check the following [ ].
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ITEM
6. |
OWNERSHIP OF MORE THAN FIVE
PERCENT ON BEHALF OF ANOTHER PERSON:
N/A
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ITEM
7. |
IDENTIFICATION AND
CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
REPORTED ON BY THE PARENT HOLDING COMPANY:
N/A
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ITEM
8. |
IDENTIFICATION AND
CLASSIFICATION OF MEMBERS OF THE GROUP:
N/A
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ITEM
9. |
NOTICE OF DISSOLUTION OF
GROUP:
N/A
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ITEM
10. |
CERTIFICATION:
By signing below I certify that, to
the best of my knowledge and belief, the securities referred to
above were not acquired and are not held for the purpose of or with
the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or
effect.
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CUSIP No.: 747301109
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true,
complete and correct.
August 12 2022 |
William H. Miller III
Living Trust (the "Trust")
Title:
Duly authorized
under Power of Attorney effective as of May 10, 2021, by and on
behalf of William H. Miller III Living Trust. This Power of
Attorney is incorporated herein by reference to Exhibit B to the
Schedule 13G filed by William H. Miller III on June 3, 2021,
accession number 0001085146-21-001826.
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Attention —
Intentional misstatements or omissions of fact constitute Federal
criminal violations (See 18 U.S.C. 1001).
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