Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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1. Name and Address of Reporting Person *
Quadracci J Joel
 2. Issuer Name and Ticker or Trading Symbol
Quad/Graphics, Inc. [QUAD] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chairman, Pres. & CEO
(Last)
(First)
(Middle)

C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2012
(Street)


SUSSEX, WI 53089		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock             332,418 D  
Class A Common Stock             3,720 I By 401(a) Plan

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 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Options (Right to Buy) $ 13.4708             (1) 11/18/2021 Class A Common Stock
4,410
  4,410
D
 
Stock Options (Right to Buy) $ 13.4708             (2) 11/18/2021 Class A Common Stock
5,250
  5,250
D
 
Stock Options (Right to Buy) $ 13.4708             (2) 11/18/2021 Class A Common Stock
6,825
  6,825
D
 
Stock Options (Right to Buy) $ 13.4708             (3) 11/18/2021 Class A Common Stock
3,675
  3,675
D
 
Stock Options (Right to Buy) $ 13.4708             (3) 11/18/2021 Class A Common Stock
3,938
  3,938
D
 
Stock Options (Right to Buy) $ 13.4708             (4) 11/18/2021 Class A Common Stock
9,000
  9,000
D
 
Stock Options (Right to Buy) $ 13.4708             (5) 11/18/2021 Class A Common Stock
4,250
  4,250
D
 
Stock Options (Right to Buy) $ 23.37             (6) 01/31/2017 Class A Common Stock
150,000
  150,000
D
 
Stock Options (Right to Buy) $ 29.37             (7) 01/31/2018 Class A Common Stock
100,000
  100,000
D
 
Stock Options (Right to Buy) $ 15.37             (8) 01/31/2019 Class A Common Stock
100,000
  100,000
D
 
Stock Options (Right to Buy) $ 16.62             (8) 01/31/2020 Class A Common Stock
150,000
  150,000
D
 
Stock Options (Right to Buy) $ 41.26             (9) 01/01/2021 Class A Common Stock
119,643
  119,643
D
 
Stock Options (Right to Buy) $ 14.14             (10) 01/01/2022 Class A Common Stock
119,643
  119,643
D
 
Class B Common Stock               (11)   (11) Class A Common Stock
114,381
  114,381
D
 
Class B Common Stock               (11)   (11) Class A Common Stock
2,517
  2,517
I
By spouse
Class B Common Stock               (11)   (11) Class A Common Stock
7
  7
I
As trustee - AQH Tr (12)
Class B Common Stock               (11)   (11) Class A Common Stock
92
  92
I
As trustee - EQH Tr (13)
Class B Common Stock (11)               (11)   (11) Class A Common Stock
1,752
  1,752
I
As trustee - HRQ for Joel (14)
Class B Common Stock   11/28/2012   G 5,257     (11)   (11) Class A Common Stock
5,257
$ 0 5,480
I
As trustee - HVQF Tr (15)
Class B Common Stock (11)               (11)   (11) Class A Common Stock
5,480
  5,480
I
As trustee - IMF Tr (16)
Class B Common Stock               (11)   (11) Class A Common Stock
53
  53
I
As trustee - KBH Tr (17)
Class B Common Stock   11/28/2012   G 2,332     (11)   (11) Class A Common Stock
2,332
$ 0 5,480
I
As trustee - KMF Tr (18)
Class B Common Stock               (11)   (11) Class A Common Stock
22
  22
I
As trustee - WVH Tr (19)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Quadracci J Joel
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089		   X     Chairman, Pres. & CEO  

Signatures

/s/ Russell E. Ryba, Attorney-In-Fact for J. Joel Quadracci 01/25/2013
**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) Became exercisable as to 3,307 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.
(2) 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.
(3) Became exercisable as to 1,575 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.
(4) Became exercisable as to 3,500 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.
(5) Became exercisable as to 1,500 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.
(6) Became exercisable as to 75,000 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 40,000 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.
(8) Became exercisable as to 30,000 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.
(11) 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.
(12) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Alexander Q. Harned 2007 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(13) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Elizabeth Quadracci Harned 2003 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(14) Represents deposit into voting trust of shares previously reported as owned as Trustee for the HRQ 1990 Descendants Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(15) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Harry Virgil Quadracci Flores 2002 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(16) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Isabella Marion Flores 1999 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(17) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Kathryn B. Harned 2004 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(18) Represents deposit into voting trust of shares previously reported as owned as Trustee for the Kaitlin Mary Flores 2000 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(19) Represents deposit into voting trust of shares previously reported as owned as Trustee for the William V. Harned 2006 Trust. The reporting person is a trustee of the trust and is a current or future beneficiary thereof. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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