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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Class C Common Stock | (1) | 08/29/2012 | C(1) | 3,385 | (1) | (1) | Class A Common Stock | 3,385 | (1) | 0 | I | By 401(a) Plan | |||
Stock Options (Right to Buy) | $ 13.4708 | 05/14/2012 | 11/18/2021 | Class A Common Stock | 7,350 | 7,350 | D | ||||||||
Stock Options (Right to Buy) | $ 19.12 | 05/14/2012 | 11/18/2021 | Class A Common Stock | 6,500 | 6,500 | D | ||||||||
Stock Options (Right to Buy) | $ 13.4708 | 05/14/2012 | 11/18/2021 | Class A Common Stock | 17,500 | 17,500 | D | ||||||||
Stock Options (Right to Buy) | $ 13.4708 | 05/14/2012 | 11/18/2021 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
Stock Options (Right to Buy) | $ 23.37 | (3) | 01/31/2017 | Class A Common Stock | 318,000 | 318,000 | D | ||||||||
Stock Options (Right to Buy) | $ 29.37 | (4) | 01/31/2019 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Options (Right to Buy) | $ 15.37 | (5) | 01/31/2020 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
Stock Options (Right to Buy) | $ 16.62 | (6) | 01/31/2020 | Class A Common Stock | 45,000 | 45,000 | D | ||||||||
Stock Options (Right to Buy) | $ 41.26 | (7) | 01/01/2021 | Class A Common Stock | 34,218 | 34,218 | D | ||||||||
Stock Options (Right to Buy) | $ 14.14 | (8) | 01/01/2022 | Class A Common Stock | 34,218 | 34,218 | D | ||||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 51,614 | 51,614 | I | As co-trustee - HVQ Life Ins. Tr. (2) | |||||||
Class B Common Stock | (9) | (9) | (9) | Class A Common Stock | 800,000 | 800,000 | I | By GRATs (10) |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fowler John C C/O QUAD/GRAPHICS, INC. N63 W23075 HIGHWAY 74 SUSSEX, WI 53089 |
Executive VP and CFO |
/s/ Russell E. Ryba, Attorney-In-Fact for John C. Fowler | 08/30/2012 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Class C Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost and has no expiration date. |
(2) | As Trustee for the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities. |
(3) | Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares become exercisable on November 18, 2012. |
(4) | Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012. |
(5) | Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012. |
(6) | Became exercisable as to 14,850 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) | Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013. |
(8) | Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014. |
(9) | 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. |
(10) | As Trustee for certain GRATs established by Betty Ewens Quadracci. The reporting person disclaims beneficial ownership of the reported securities. |