Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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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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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2011
(Street)


SUSSEX, WI 53089		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Class A Common Stock 07/26/2011   G 10,519 D $ 0 588,801 I As trustee - EEQ Tr (1)
Class A Common Stock 08/01/2011   G 288,767 A $ 0 877,568 I As trustee - EEQ Tr (1)
Class A Common Stock 08/10/2011   G 23,731 D $ 0 0 I As trustee - QCT EMQ (2)
Class A Common Stock 08/10/2011   G 11,866 D $ 0 0 I As trustee - QCT JJQ (3)
Class A Common Stock 08/10/2011   G 11,866 D $ 0 0 I As trustee - QCT KMQ (4)
Class A Common Stock 08/15/2011   G 198,611 D $ 0 0 I By GRATs
Class A Common Stock 08/15/2011   G 198,611 A $ 0 1,076,179 I As trustee - EEQ Tr (1)
Class A Common Stock             1,424 I As trustee - HRQ for Rich. (5)
Class A Common Stock             11,864 I As trustee - QCT HRQ (6)
Class A Common Stock             17,471 I As co-trustee - HVQ Life Ins. Tr. (7)
Class A Common Stock             7,049 I By 401(a) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock   08/01/2011   G 311,699     (8)   (8) Class A Common Stock
311,699
$ 0 390,679
I
As trustee - EEQ Tr (1)
Class B Common Stock   08/05/2011   G   311,699   (8)   (8) Class A Common Stock
311,669
$ 0 78,980
I
As trustee - EEQ Tr (1)
Class B Common Stock   08/05/2011   G 311,699     (8)   (8) Class A Common Stock
311,669
$ 0 794,491
I
By GRATs
Class B Common Stock   08/17/2011   G   5,509   (8)   (8) Class A Common Stock
5,509
$ 0 73,471
I
As trustee - EEQ Tr (1)
Class B Common Stock   08/17/2011   G 5,509     (8)   (8) Class A Common Stock
5,509
$ 0 800,000
I
By GRATs
Class B Common Stock               (8)   (8) Class A Common Stock
51,614
  51,614
I
As co-trustee - HVQ Life Ins Tr (7)
Class C Common Stock               (9)   (9) Class A Common Stock
924
  924
I
By 401(a) Plan

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/ Russell E. Ryba, Attorney-in-Fact for Betty Ewens Quadracci 02/14/2012
**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) 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.
(2) 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.
(3) 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.
(4) 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.
(5) 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.
(6) 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.
(7) 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.
(8) 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.
(9) 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.

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