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Quadracci Betty Ewens 4

Accession 0001140361-12-025903

CIK 0001481792other
View on SEC.govCompany Profile

Filed

May 15, 8:00 PM ET

Accepted

May 16, 7:16 PM ET

Size

28.9 KB

Accession

0001140361-12-025903

Insider Transaction Report

Form 4
Period: 2012-05-14
Quad/Graphics, Inc.QUAD
Quadracci Betty Ewens
Director
Transactions
  • Award

    Stock Options (Right to Buy)

    2012-05-14+2,500→ 2,500 total
    Exercise: $29.37Exp: 2018-01-31→ Class A Common Stock (2,500 underlying)
  • Award

    Stock Options (Right to Buy)

    2012-05-14+2,500→ 2,500 total
    Exercise: $15.37Exp: 2019-01-31→ Class A Common Stock (2,500 underlying)
  • Award

    Stock Options (Right to Buy)

    2012-05-14+5,000→ 5,000 total
    Exercise: $23.37Exp: 2017-01-31→ Class A Common Stock (5,000 underlying)
  • Award

    Stock Options (Right to Buy)

    2012-05-14+2,500→ 2,500 total
    Exercise: $16.62Exp: 2020-01-31→ Class A Common Stock (2,500 underlying)
  • Award

    Stock Options (Right to Buy)

    2012-05-14+2,000→ 2,000 total
    Exercise: $19.12From: 2012-05-14Exp: 2021-11-18→ Class A Common Stock (2,000 underlying)
Holdings

  • Class B Common Stock

    (indirect: By Trust)
    → Class A Common Stock (51,614 underlying)
    51,614

  • Class A Common Stock

    (indirect: By Trust)
    1,076,179

  • Class A Common Stock

    (indirect: By Trust)
    1,424

  • Class A Common Stock

    (indirect: By Trust)
    11,864

  • Class A Common Stock

    (indirect: By 401(a) Plan)
    6,970

  • Class A Common Stock

    1,952

  • Class A Common Stock

    (indirect: By Trust)
    17,471

  • Stock Options (Right to Buy)

    Exercise: $14.14Exp: 2022-01-01→ Class A Common Stock (2,392 underlying)
    2,392

  • Stock Options (Right to Buy)

    Exercise: $41.26Exp: 2021-01-01→ Class A Common Stock (2,392 underlying)
    2,392

  • Class C Common Stock

    (indirect: By 401(a) Plan)
    → Class A Common Stock (924 underlying)
    924

  • Class B Common Stock

    (indirect: By GRATs)
    → Class A Common Stock (800,000 underlying)
    800,000
Footnotes (15)
  • [F1]As Trustee for the Elizabeth E. Quadracci Rev Tr of 1980. 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 her pecuniary interest therein.
  • [F10]Became exercisable as to 750 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.
  • [F11]Became exercisable as to 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.
  • [F12]Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
  • [F13]Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
  • [F14]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.
  • [F15]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.
  • [F2]As Trustee for the HRQ 1990 Descendants Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
  • [F3]As Trustee for the Quadracci Children's Trust f/b/o Harry R. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
  • [F4]As Co-Trustee of the Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
  • [F5]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.
  • [F6]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.
  • [F7]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.
  • [F8]Became exercisable as to 2,500 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.
  • [F9]Became exercisable as to 1,000 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.

Documents

1 file

Issuer

Quad/Graphics, Inc.

CIK 0001481792

→
Entity typeother

Related Parties

1
  • filerCIK 0001495361

Filing Metadata

Form type
4
Filed
May 15, 8:00 PM ET
Accepted
May 16, 7:16 PM ET
Size
28.9 KB
View on SEC.gov