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
                                                                                  
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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(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Quadracci Betty Ewens 		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
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O QUAD/GRAPHICS, INC., N63 W23075 HIGHWAY 74 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/18/2011
(Street)

SUSSEX, WI 53089
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   2/28/2011     G   V 72660   A $ 0   599320   I   As trustee - EEQ Tr   (2)
Class A Common Stock   2/28/2011     G   V 72660   D $ 0   198611   I   By GRATs  
Class A Common Stock                  1424   I   As trustee - HRQ for Rich.   (3)
Class A Common Stock                  23731   I   As trustee - QCT EMQ   (4)
Class A Common Stock                  11864   I   As trustee - QCT HRQ   (5)
Class A Common Stock                  11866   I   As trustee - QCT JJQ   (6)
Class A Common Stock                  11866   I   As trustee - QCT KMQ   (7)
Class A Common Stock                  17471   I   As co-trustee - HVQ Life Ins. Tr.   (8)
Class A Common Stock                  7049   I   By 401(a) Plan  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 7. Title and Amount of Securities Underlying Derivative Security
(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)   $32   11/18/2011     D   (1)       2000      (9) 1/31/2023   Class A Common Stock   2000   $ 0   (10) 0   (1) D    
Stock Options (Right to Buy)   $41.25   11/18/2011     D   (1)       5000      (11) 1/31/2017   Class A Common Stock   5000   $ 0   (10) 0   (1) D    
Stock Options (Right to Buy)   $29.37   11/18/2011     D   (1)       2500      (12) 1/31/2018   Class A Common Stock   2500   $ 0   (10) 0   (1) D    
Stock Options (Right to Buy)   $15.37   11/18/2011     D   (1)       2500      (13) 1/31/2019   Class A Common Stock   2500   $ 0   (10) 0   (1) D    
Stock Options (Right to Buy)   $16.62   11/18/2011     D   (1)       2500      (14) 1/31/2020   Class A Common Stock   2500   $ 0   (10) 0   (1) D    
Class B Common Stock     (15) 2/28/2011     G     V 3735         (15)   (15) Class A Common Stock   3735   $ 0   78980   I   As trustee - EEQ Tr   (2)
Class B Common Stock     (15) 2/28/2011     G     V    3735      (15)   (15) Class A Common Stock   3735   $ 0   482792   I   By GRATs  
Class B Common Stock     (15)                    (15)   (15) Class A Common Stock   51614     51614   I   As co-trustee - HVQ Life Ins Tr   (8)
Class B Common Stock     (16)                    (16)   (16) Class A Common Stock   924     924   I   By 401(a) Plan  

Explanation of Responses:
( 1)  IMPORTANT NOTICE: THE COMPANY'S DIRECTORS AND EXECUTIVE OFFICERS ARE NOT EXERCISING OPTIONS OR SELLING SHARES, AND THEY ARE NOT LOWERING THEIR STAKE IN THE COMPANY. RATHER, THE TRANSACTIONS SHOWN IN TABLE II ARE THE TERMINATION BY THE COMPANY OF THE OPTIONS ISSUED UNDER THE COMPANY'S 1990 AND 1999 STOCK OPTION PLANS. THE OPTIONEES ARE RECEIVING NEW OPTION GRANTS UNDER THE COMPANY'S 2010 OMNIBUS EQUITY INCENTIVE PLAN EQUAL IN NUMBER TO THE OPTIONS BEING TERMINATED. FOR DETAILS, SEE THE COMPANY'S FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON NOVEMBER 22, 2011.
( 2)  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.
( 3)  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.
( 4)  As Trustee for the Quadracci Children's Trust f/b/o Elizabeth M. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 5)  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.
( 6)  As Trustee for the Quadracci Children's Trust f/b/o James Joel Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 7)  As Trustee for the Quadracci Children's Trust f/b/o Kathryn M. Quadracci. The reporting person disclaims beneficial ownership of the reported securities except to the extent of her pecuniary interest therein.
( 8)  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.
( 9)  Becomes exercisable with respect to 25% of the underlying shares of class A common stock on each of the first four five-year anniversaries of the January 1, 2003 grant date, or in full on each subsequent five-year anniversary, a change of control of Quad/Graphics, Inc. or a separation from service.
( 10)  The option was cancelled as part of the termination and liquidation of all of Quad/Graphics, Inc.'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 ("Section 409A"). As required by the termination provisions of Section 409A, the cancellation payment will be made between 12 months and 24 months after November 18, 2011 (unless the payment would be made earlier under the terms of the option absent the Section 409A termination).
( 11)  Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2007 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
( 12)  Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2008 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
( 13)  Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2009 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
( 14)  Vests with respect to 10% of the underlying shares of class A common stock on each of the first ten anniversaries of the January 1, 2010 grant date, and becomes exercisable to the extent vested on the fifth and tenth anniversaries of the grant date, a change of control of Quad/Graphics, Inc. or a separation from service.
( 15)  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.
( 16)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Quadracci Betty Ewens
C/O QUAD/GRAPHICS, INC.
N63 W23075 HIGHWAY 74
SUSSEX, WI 53089 		X



Signatures
/s/ Andrew R. Schiesl, Attorney-in-Fact for Betty Ewens Quadracci 11/22/2011
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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