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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 | ||||||||
| Stock Options (Right to Buy) | $ 13.4708 | 05/14/2012 | A(3)(1)(2) | 5,000 | (4) | 11/18/2021 | Class A Common Stock | 5,000 | $ 0 | 5,000 | D | ||||
| Stock Options (Right to Buy) | $ 23.37 | 05/14/2012 | A(3)(1)(2) | 10,000 | (5) | 01/31/2017 | Class A Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Stock Options (Right to Buy) | $ 29.37 | 05/14/2012 | A(3)(1)(2) | 15,000 | (6) | 01/31/2018 | Class A Common Stock | 15,000 | $ 0 | 15,000 | D | ||||
| Stock Options (Right to Buy) | $ 15.37 | 05/14/2012 | A(3)(1)(2) | 15,000 | (7) | 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) | 10,000 | (8) | 01/31/2020 | Class A Common Stock | 10,000 | $ 0 | 10,000 | D | ||||
| Stock Options (Right to Buy) | $ 41.26 | (9) | 01/01/2021 | Class A Common Stock | 11,964 | 11,964 | D | ||||||||
| Stock Options (Right to Buy) | $ 14.14 | (10) | 01/01/2022 | Class A Common Stock | 11,964 | 11,964 | D | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schiesl Andrew R C/O QUAD/GRAPHICS, INC. N61 W23044 HARRY'S WAY SUSSEX, WI 53089 |
VP & General Counsel | |||
| /s/ Russell E. Ryba, Attorney-in-Fact for Andrew R. Schiesl | 05/16/2012 | |
| **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) | 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 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. |
| (5) | Became exercisable as to 5,000 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. |
| (6) | 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. |
| (7) | 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. |
| (8) | Became exercisable as to 2,000 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) | Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013. |
| (10) | Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014. |