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
                                                                                  
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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 *

Blais David A
2. Issuer Name and Ticker or Trading Symbol

Quad/Graphics, Inc. [ QUAD ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Executive Vice President *
(Last)          (First)          (Middle)

C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
3. Date of Earliest Transaction (MM/DD/YYYY)

3/23/2017
(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   3/23/2017     S    2357   D $24.0025   (1) 123968   D    
Class A Common Stock   3/24/2017     S    14856   D $23.7662   (2) 109112   D    
Class A Common Stock                  5136   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
Stock Options (Right to Buy)   $13.4708                      (3) 11/18/2021   Class A Common Stock   2757     2757   D    
Stock Options (Right to Buy)   $13.4708                      (4) 11/18/2021   Class A Common Stock   5775     5775   D    
Stock Options (Right to Buy)   $13.4708                      (5) 11/18/2021   Class A Common Stock   6350     6350   D    
Stock Options (Right to Buy)   $13.4708                      (6) 11/18/2021   Class A Common Stock   5250     5250   D    
Stock Options (Right to Buy)   $13.4708                      (7) 11/18/2021   Class A Common Stock   5250     5250   D    
Stock Options (Right to Buy)   $13.4708                      (8) 11/18/2021   Class A Common Stock   10000     10000   D    
Stock Options (Right to Buy)   $13.4708                      (8) 11/18/2021   Class A Common Stock   10000     10000   D    
Stock Options (Right to Buy)   $29.37                      (9) 1/31/2018   Class A Common Stock   20000     20000   D    
Stock Options (Right to Buy)   $16.62                      (10) 1/31/2020   Class A Common Stock   30000     30000   D    
Stock Options (Right to Buy)   $41.26                      (11) 1/1/2021   Class A Common Stock   23929     23929   D    
Stock Options (Right to Buy)   $14.14                      (12) 1/1/2022   Class A Common Stock   23929     23929   D    

Explanation of Responses:
( 1)  The price in Column 4 is a weighted average price. The prices actually received ranged from $24.00 to $24.02. 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)  The price in Column 4 is a weighted average price. The prices actually received ranged from $23.75 to $23.78. 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.
( 3)  Became exercisable as to 1,654 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.
( 4)  Became exercisable as to 3,675 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 2,675 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 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.
( 7)  Became exercisable as to 2,887 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 4,500 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.
( 9)  Became exercisable as to 8,000 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 as to 6,000 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.
( 11)  Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
( 12)  Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

Remarks:
* Executive Vice President Global Procurement & Strategy

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Blais David A
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089


Executive Vice President *

Signatures
/s/ Jennifer J. Kent, Attorney-In-Fact for David A. Blais 3/24/2017
** 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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