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 *
Fowler John C
   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)
Executive VP and CFO
(Last)
(First)
(Middle)
C/O QUAD/GRAPHICS, INC., N63 W23075 HIGHWAY 74		 3. Date of Earliest Transaction (Month/Day/Year)
01/07/2013
(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 01/07/2013   S(1)   25,725 D $ 20.876 (2) 202,984 D  
Class A Common Stock               17,471 I As co-trustee - HVQ Life Ins. Tr. (3)
Class A Common Stock               22,976 I By 401(a) Plan

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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             05/14/2012 11/18/2021 Class A Common Stock 7,350   7,350 D  
Stock Options (Right to Buy) $ 19.12             05/14/2012 11/18/2021 Class A Common Stock 6,500   6,500 D  
Stock Options (Right to Buy) $ 13.4708             05/14/2012 11/18/2021 Class A Common Stock 17,500   17,500 D  
Stock Options (Right to Buy) $ 13.4708             05/14/2012 11/18/2021 Class A Common Stock 10,000   10,000 D  
Stock Options (Right to Buy) $ 23.37               (4) 01/31/2017 Class A Common Stock 318,000   318,000 D  
Stock Options (Right to Buy) $ 29.37               (5) 01/31/2019 Class A Common Stock 30,000   30,000 D  
Stock Options (Right to Buy) $ 15.37               (6) 01/31/2020 Class A Common Stock 30,000   30,000 D  
Stock Options (Right to Buy) $ 16.62               (7) 01/31/2020 Class A Common Stock 45,000   45,000 D  
Stock Options (Right to Buy) $ 41.26               (8) 01/01/2021 Class A Common Stock 34,218   34,218 D  
Stock Options (Right to Buy) $ 14.14               (9) 01/01/2022 Class A Common Stock 34,218   34,218 D  
Class B Common Stock (10)               (10)   (10) Class A Common Stock 51,614   51,614 I As co-trustee - HVQ Life Ins. Tr. (3)
Class B Common Stock (10)               (10)   (10) Class A Common Stock 800,000   800,000 I By GRATs (11)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Fowler John C
C/O QUAD/GRAPHICS, INC.
N63 W23075 HIGHWAY 74
SUSSEX, WI 53089		       Executive VP and CFO  

Signatures

 /s/ Russell E. Ryba, Attorney-In-Fact for John C. Fowler   01/09/2013
**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) The reported transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on December 7, 2012.
(2) The price in Column 4 is a weighted average price. The prices actually received ranged from $20.69 to $21.26. 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 Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities.
(4) Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
(5) Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012.
(6) Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012.
(7) Became exercisable as to 14,850 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) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
(9) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
(10) 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.
(11) As Trustee for certain GRATs established by Betty Ewens Quadracci. The reporting person disclaims beneficial ownership of the reported securities.

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