Statement of Changes in Beneficial Ownership (4)
January 09 2017 - 6:50PM
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
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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
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2. Issuer Name
and
Ticker or Trading Symbol
Quad/Graphics, Inc.
[
QUAD
]
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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)
QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/5/2017
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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
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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1/5/2017
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S
(1)
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8000
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D
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$25.3454
(2)
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129724
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D
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Class A Common Stock
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1/5/2017
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S
(1)
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8000
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D
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$25.2843
(3)
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121724
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D
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Class A Common Stock
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1736
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I
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By 401(a) Plan
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Class A Common Stock
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5823
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I
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As trustee - HRQ 2014 Trust
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B Common Stock
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(4)
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(4)
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(4)
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Class A Common Stock
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37828
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37828
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I
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As trustee - HRQ 2014 Trust
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Class B Common Stock
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(4)
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(4)
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(4)
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Class A Common Stock
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225083
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225083
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D
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Explanation of Responses:
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(
1)
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These shares were previously received in the finalization of the estate of Elizabeth E. Quadracci, a co-founder and former director of the Company who died in 2013. As a result of the estate tax finalization, the beneficiaries of the estate received additional shares of class A common stock and class B common stock of the Company and, in light of their already extensive holdings, the beneficiaries have sold, or intend to sell, some of the class A shares received from the estate for diversification purposes. These planned sales will not have a material impact on the Quadracci family's ownership or control of the Company.
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(
2)
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The price in Column 4 is a weighted average price. The prices actually received ranged from $25.29 to $25.55. 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.
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(
3)
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The price in Column 4 is a weighted average price. The prices actually received ranged from $25.07 to $25.55. 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.
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(
4)
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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.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Flores Kathryn Quadracci
QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089-3995
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X
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Signatures
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/s/ Jennifer J. Kent, Attorney-in-Fact for Kathryn Quadracci Flores
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1/9/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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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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