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 *

Honan David J 		2. Issuer Name and Ticker or Trading Symbol

Quad/Graphics, Inc. [ QUAD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Corporate Controller & CAO
(Last)          (First)          (Middle)

C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/14/2012
(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                  10588   D    
Class A Common Stock                  364   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)   $15.37   5/14/2012     A   (3) (1) (2)    10000         (4) 1/31/2019   Class A Common Stock   10000   $0   10000   D    
Stock Options (Right to Buy)   $16.62   5/14/2012     A   (3) (1) (2)    7500         (5) 1/31/2020   Class A Common Stock   7500   $0   7500   D    
Stock Options (Right to Buy)   $41.26                      (6) 1/1/2021   Class A Common Stock   7179     7179   D    
Stock Options (Right to Buy)   $14.14                      (7) 1/1/2022   Class A Common Stock   7179     7179   D    

Explanation of Responses:
( 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 3,000 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.
( 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)  Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
( 7)  Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Honan David J
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089

VP, Corporate Controller & CAO

Signatures
/s/ Russell E. Ryba, Attorney-In-Fact for David J. Honan 5/16/2012
** 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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