XNYS:QUAD Quad/Graphics, Inc. Class A Insider Activity 4 Filing - 5/14/2012

Effective Date 5/14/2012

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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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Jaeger Steven D
  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)
VP of Info Systems & Infrastr.
(Last)
(First)
(Middle)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
3. Date of Earliest Transaction (Month/Day/Year)
05/14/2012
(Street)

SUSSEX, WI 53089
4. If Amendment, Date Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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               9,765 D  
Class A Common Stock               3,398 I By 401(a) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   12,400     (4) 11/18/2021 Class A Common Stock 12,400 $ 0 12,400 D  
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   10,500     (5) 11/18/2021 Class A Common Stock 10,500 $ 0 10,500 D  
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   5,250     (6) 11/18/2021 Class A Common Stock 5,250 $ 0 5,250 D  
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   2,625     (7) 11/18/2021 Class A Common Stock 2,625 $ 0 2,625 D  
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   5,000     (8) 11/18/2021 Class A Common Stock 5,000 $ 0 5,000 D  
Stock Options (Right to Buy) $13.4708 05/14/2012   A(3)(1)(2)   2,500     (9) 11/18/2021 Class A Common Stock 2,500 $ 0 2,500 D  
Stock Options (Right to Buy) $23.37 05/14/2012   A(3)(1)(2)   20,000     (10) 01/31/2017 Class A Common Stock 20,000 $ 0 20,000 D  
Stock Options (Right to Buy) $29.37 05/14/2012   A(3)(1)(2)   30,000     (11) 01/31/2018 Class A Common Stock 30,000 $ 0 30,000 D  
Stock Options (Right to Buy) $15.37 05/14/2012   A(3)(1)(2)   15,000     (12) 01/31/2019 Class A Common Stock 15,000 $ 0 15,000 D  
Stock Options (Right to Buy) $16.62 05/14/2012   A(3)(1)(2)   20,000     (13) 01/31/2020 Class A Common Stock 20,000 $ 0 20,000 D  
Stock Options (Right to Buy) $41.26               (14) 01/01/2021 Class A Common Stock 11,964   11,964 D  
Stock Options (Right to Buy) $14.14               (15) 01/01/2022 Class A Common Stock 11,964   11,964 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Jaeger Steven D
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089
      VP of Info Systems & Infrastr.  

Signatures

 /s/ Russell E. Ryba, Attorney-In-Fact for Steven D. Jaeger   05/16/2012
** Signature of Reporting Person Date

Explanation of Responses:

* 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) Important Notice: These option grants were approved by the Company's board of directors effective November 18, 2011, subject to shareholder approval of amendments to the 2010 Omnibus Equity Incentive Plan (the "Plan") under which the options were granted. The Company's shareholders approved the amendments to the Plan at the Company's annual meeting on May 14, 2012, satisfying the shareholder approval contingency for the options, and the options are therefore now being reported on this Form 4.
(2) The options are new grants equal in number to the options that were cancelled on November 18, 2011 as part of the termination and liquidation of all of the Company's outstanding stock options that had been granted with terms intended to comply with, rather than be exempt from, Section 409A of the Internal Revenue Code of 1986, as amended (such cancelled options, the "409A Options"). The options were not granted in substitution for the 409A Options, since the 409A Options were terminated and are being liquidated and not being forfeited in exchange for the new options. In addition, the new options do not represent a repricing of the 409A Options.
(3) All of the new options were granted at an exercise price equal to or greater than $13.47, the fair market value of a share of the Company's class A common stock on November 18, 2011, the effective date of grant. If the exercise price of an option holder's 409A Options was greater than $13.47, the new options were granted at such greater exercise price.
(4) Became exercisable as to 7,150 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.
(5) Became exercisable as to 6,825 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 262 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 2,250 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 1,125 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 10,000 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) Became exercisable as to 12,000 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.
(12) 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.
(13) Became exercisable as to 4,000 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.
(14) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
(15) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

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XNYS:QUAD Quad/Graphics, Inc. Class A Insider Activity 4 Filling

Quad/Graphics, Inc. Class A XNYS:QUAD Stock - Get Insider Activity SEC Filing of Quad/Graphics, Inc. Class A XNYS:QUAD stocks, including company profile, shares outstanding, strategy, business segments, operations, officers, consolidated financial statements, financial notes and ownership information.

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XNYS:QUAD Quad/Graphics, Inc. Class A Insider Activity 4 Filing - 5/14/2012
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