Ownership Submission
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 *
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. Date of Earliest Transaction (Month/Day/Year)
12/09/2016
(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 12/09/2016   S(1)   25,000 D $ 26.1925 (2) 173,353 I As trustee - HRQ 2010 Tr (3)
Class A Common Stock 12/09/2016   S(1)   25,000 D $ 26.3734 (4) 148,353 I As trustee - HRQ 2010 Tr (3)
Class A Common Stock 12/12/2016   S(1)   9,400 D $ 26.2524 (5) 138,953 I As trustee - HRQ 2010 Tr (3)
Class A Common Stock 12/13/2016   S(1)   15,600 D $ 26.25 123,353 I As trustee - HRQ 2010 Tr (3)
Class A Common Stock 12/13/2016   S(1)   25,000 D $ 26.7503 (6) 98,353 I As trustee - HRQ 2010 Tr (3)
Class A Common Stock               926,624 D  
Class A Common Stock               5,524 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               (7) 11/18/2021 Class A Common Stock 4,410   4,410 D  
Stock Options (Right to Buy) $ 13.4708               (8) 11/18/2021 Class A Common Stock 5,250   5,250 D  
Stock Options (Right to Buy) $ 13.4708               (8) 11/18/2021 Class A Common Stock 6,825   6,825 D  
Stock Options (Right to Buy) $ 13.4708               (9) 11/18/2021 Class A Common Stock 3,675   3,675 D  
Stock Options (Right to Buy) $ 13.4708               (9) 11/18/2021 Class A Common Stock 3,938   3,938 D  
Stock Options (Right to Buy) $ 13.4708               (10) 11/18/2021 Class A Common Stock 9,000   9,000 D  
Stock Options (Right to Buy) $ 13.4708               (11) 11/18/2021 Class A Common Stock 4,250   4,250 D  
Stock Options (Right to Buy) $ 29.37               (12) 01/31/2018 Class A Common Stock 100,000   100,000 D  
Stock Options (Right to Buy) $ 15.37               (13) 01/31/2019 Class A Common Stock 100,000   100,000 D  
Stock Options (Right to Buy) $ 16.62               (13) 01/31/2020 Class A Common Stock 150,000   150,000 D  
Stock Options (Right to Buy) $ 41.26               (14) 01/01/2021 Class A Common Stock 119,643   119,643 D  
Stock Options (Right to Buy) $ 14.14               (15) 01/01/2022 Class A Common Stock 39,881   39,881 D  
Class B Common Stock (16)               (16)   (16) Class A Common Stock 233,568   233,568 D  
Class B Common Stock (16)               (16)   (16) Class A Common Stock 92   92 I As trustee - AQH Tr (17)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 92   92 I As trustee - EQH Tr (18)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 92   92 I As trustee - KBH Tr (19)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 92   92 I As trustee - WVH Tr (20)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 120,009   120,009 I As trustee - HVQ for Joel (21)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 5,480   5,480 I As trustee - IMF Tr (22)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 5,480   5,480 I As trustee - KMF Tr (23)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 5,480   5,480 I As trustee - HVF Tr (24)
Class B Common Stock (16)               (16)   (16) Class A Common Stock 113,741   113,741 I As trustee - HRQ 2010 Tr (3)

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/ Jennifer J. Kent, Attorney-In-Fact for J. Joel Quadracci   12/13/2016
**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) These shares were previously received in the finalization of the estate of Elizabeth E. Quadracci, a co-founder and former director of the Company who died in 2013. As a result of the estate tax finalization, the beneficiaries of the estate received additional shares of class A common stock and class B common stock of the Company and, in light of their already extensive holdings, the beneficiaries have sold, or intend to sell, some of the class A shares received from the estate for diversification purposes. These planned sales will not have a material impact on the Quadracci family's ownership or control of the Company.
(2) The price in Column 4 is a weighted average price. The prices actually received ranged from $26.03 to $26.46. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(3) As Trustee for the H. Richard Quadracci 2010 Trust. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(4) The price in Column 4 is a weighted average price. The prices actually received ranged from $26.13 to $26.485. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(5) The price in Column 4 is a weighted average price. The prices actually received ranged from $26.25 to $26.265. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(6) The price in Column 4 is a weighted average price. The prices actually received ranged from $26.75 to $26.77. The reporting person has provided to the issuer, and will provide to any security holder of the issuer, or the SEC staff, upon request, information regarding the number of shares sold at each price within the range for all transactions reported in this Form 4 utilizing a weighted average price.
(7) 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.
(8) 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.
(9) 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.
(10) 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.
(11) 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.
(12) 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.
(13) 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.
(14) Became 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.
(16) 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.
(17) 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.
(18) 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.
(19) 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.
(20) 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.
(21) As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(22) 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.
(23) 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.
(24) 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.

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