- Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	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 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 (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)
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock								233080	D
Class A Common Stock								3720	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)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		4410		⁽⁴⁾	11/18/2021	Class A Common Stock	4410	$0	4410	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		5250		⁽⁵⁾	11/18/2021	Class A Common Stock	5250	$0	5250	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		6825		⁽⁵⁾	11/18/2021	Class A Common Stock	6825	$0	6825	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		3675		⁽⁶⁾	11/18/2021	Class A Common Stock	3675	$0	3675	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		3938		⁽⁶⁾	11/18/2021	Class A Common Stock	3938	$0	3938	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		9000		⁽⁷⁾	11/18/2021	Class A Common Stock	9000	$0	9000	D
Stock Options (Right to Buy)	$13.4708	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		4250		⁽⁸⁾	11/18/2021	Class A Common Stock	4250	$0	4250	D
Stock Options (Right to Buy)	$23.37	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		150000		⁽⁹⁾	1/31/2017	Class A Common Stock	150000	$0	150000	D
Stock Options (Right to Buy)	$29.37	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		100000		⁽¹⁰⁾	1/31/2018	Class A Common Stock	100000	$0	100000	D
Stock Options (Right to Buy)	$15.37	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		100000		⁽¹¹⁾	1/31/2019	Class A Common Stock	100000	$0	100000	D
Stock Options (Right to Buy)	$16.62	5/14/2012		A ⁽³⁾ ⁽¹⁾ ⁽²⁾		150000		⁽¹¹⁾	1/31/2020 ⁽¹¹⁾	Class A Common Stock	150000	$0	150000	D
Stock Options (Right to Buy)	$41.26							⁽¹²⁾	1/1/2021	Class A Common Stock	119643		119643	D
Stock Options (Right to Buy)	$14.14							⁽¹³⁾	1/1/2022	Class A Common Stock	119643		119643	D
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	114381		114381	D
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	2517		2517	I	By spouse
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	7		7	I	As trustee - AQH Tr ⁽¹⁵⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	92		92	I	As trustee - EQH Tr ⁽¹⁶⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	1752		1752	I	As trustee - HRQ for Joel ⁽¹⁷⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	223		223	I	As trustee - HVQF Tr ⁽¹⁸⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	5480		5480	I	As trustee - IMF Tr ⁽¹⁹⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	53		53	I	As trustee - KBH Tr ⁽²⁰⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	3148		3148	I	As trustee - KMF Tr ⁽²¹⁾
Class B Common Stock	⁽¹⁴⁾							⁽¹⁴⁾	⁽¹⁴⁾	Class A Common Stock	22		22	I	As trustee - WVH Tr ⁽²²⁾

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 3,307 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.
( 5)	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.
( 6)	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.
( 7)	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.
( 8)	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.
( 9)	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.
( 10)	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.
( 11)	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.
( 12)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
( 13)	Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
( 14)	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.
( 15)	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.
( 16)	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.
( 17)	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.
( 18)	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.
( 19)	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.
( 20)	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.
( 21)	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.
( 22)	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.

Reporting Owners
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	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		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).
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