Statement of Changes in Beneficial Ownership (4)

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
	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) 11/23/2016
(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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/23/2016		M		20000	A	$23.37	816872	D
Class A Common Stock	11/23/2016		S		20000	D	$27.1801 ⁽¹⁾	796872	D
Class A Common Stock	11/25/2016		M		1000	A	$23.37	797872	D
Class A Common Stock	11/25/2016		S		1000	D	$27.26	796872	D
Class A Common Stock	11/28/2016		M		1400	A	$23.37	798272	D
Class A Common Stock	11/28/2016		S		1400	D	$27.2514	796872	D
Class A Common Stock								5524	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$13.4708							⁽²⁾	11/18/2021	Class A Common Stock	4410		4410	D
Stock Options (Right to Buy)	$13.4708							⁽³⁾	11/18/2021	Class A Common Stock	5250		5250	D
Stock Options (Right to Buy)	$13.4708							⁽³⁾	11/18/2021	Class A Common Stock	6825		6825	D
Stock Options (Right to Buy)	$13.4708							⁽⁴⁾	11/18/2021	Class A Common Stock	3675		3675	D
Stock Options (Right to Buy)	$13.4708							⁽⁴⁾	11/18/2021	Class A Common Stock	3938		3938	D
Stock Options (Right to Buy)	$13.4708							⁽⁵⁾	11/18/2021	Class A Common Stock	9000		9000	D
Stock Options (Right to Buy)	$13.4708							⁽⁶⁾	11/18/2021	Class A Common Stock	4250		4250	D
Stock Options (Right to Buy)	$23.37	11/23/2016		M			20000	⁽⁷⁾	1/31/2017	Class A Common Stock	20000	$0	40407	D
Stock Options (Right to Buy)	$23.37	11/25/2016		M			1000	⁽⁷⁾	1/31/2017	Class A Common Stock	1000	$0	39407	D
Stock Options (Right to Buy)	$23.37	11/28/2016		M			1400	⁽⁷⁾	1/31/2017	Class A Common Stock	1400	$0	38007	D
Stock Options (Right to Buy)	$29.37							⁽⁸⁾	1/31/2018	Class A Common Stock	100000		100000	D
Stock Options (Right to Buy)	$15.37							⁽⁹⁾	1/31/2019	Class A Common Stock	100000		100000	D
Stock Options (Right to Buy)	$16.62							⁽⁹⁾	1/31/2020	Class A Common Stock	150000		150000	D
Stock Options (Right to Buy)	$41.26							⁽¹⁰⁾	1/1/2021	Class A Common Stock	119643		119643	D
Stock Options (Right to Buy)	$14.14							⁽¹¹⁾	1/1/2022	Class A Common Stock	39881		39881	D
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	231486		231486	D
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	92		92	I	As trustee - AQH Tr ⁽¹³⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	92		92	I	As trustee - EQH Tr ⁽¹⁴⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	92		92	I	As trustee - KBH Tr ⁽¹⁵⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	92		92	I	As trustee - WVH Tr ⁽¹⁶⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	120009		120009	I	As trustee - HVQ for Joel ⁽¹⁷⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5480		5480	I	As trustee - IMF Tr ⁽¹⁸⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5480		5480	I	As trustee - KMF Tr ⁽¹⁹⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	5480		5480	I	As trustee - HVF Tr ⁽²⁰⁾
Class B Common Stock	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Class A Common Stock	111660		111660	I	As trustee - HQH 2010 Tr ⁽²¹⁾

Explanation of Responses:
( 1)	The price in Column 4 is a weighted average price. The prices actually received ranged from $27.00 to $27.29. The reporting person has provided to the issuer, and will provide to 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 a weighted average price.
( 2)	Became exercisable as to 3,307 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.
( 3)	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.
( 4)	Became exercisable as to 1,575 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 3,500 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.
( 6)	Became exercisable as to 1,500 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 75,000 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 40,000 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)	Became exercisable as to 30,000 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.
( 10)	Became exercisable in three equal annual installments beginning on January 1, 2013.
( 11)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
( 12)	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.
( 13)	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.
( 14)	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.
( 15)	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.
( 16)	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.
( 17)	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.
( 18)	As Trustee for the Isabella Marion Flores 1999 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.
( 19)	As Trustee for the Kaitlin Mary Flores 2000 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.
( 20)	As Trustee for the Harry Virgil Quadracci Flores 2002 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.
( 21)	As Trustee for the H. Richard Quadracci 2010 Trust. 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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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/ Jennifer J. Kent, Attorney-In-Fact for J. Joel Quadracci		11/28/2016
^** 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.
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