Home/Filings/4/0001140361-12-025893
4//SEC Filing

ABRAHAM WILLIAM J JR 4

Accession 0001140361-12-025893

CIK 0001481792other

Filed

May 15, 8:00 PM ET

Accepted

May 16, 7:08 PM ET

Size

16.4 KB

Accession

0001140361-12-025893

Insider Transaction Report

Form 4
Period: 2012-05-14
Transactions
  • Award

    Stock Option (Right to Buy)

    2012-05-14+2,5002,500 total
    Exercise: $13.62From: 2012-05-14Exp: 2021-11-18Class A Common Stock (2,500 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-05-14+2,5002,500 total
    Exercise: $29.37From: 2012-05-14Exp: 2018-01-31Class A Common Stock (2,500 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-05-14+7,5007,500 total
    Exercise: $23.37From: 2012-05-14Exp: 2017-01-31Class A Common Stock (7,500 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-05-14+7,5007,500 total
    Exercise: $16.62Exp: 2020-01-31Class A Common Stock (7,500 underlying)
  • Award

    Stock Option (Right to Buy)

    2012-05-14+2,5002,500 total
    Exercise: $15.37From: 2012-05-14Exp: 2019-01-31Class A Common Stock (2,500 underlying)
Holdings
  • Class A Common Stock

    23,589
Footnotes (4)
  • [F1]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.
  • [F2]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.
  • [F3]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.
  • [F4]Became exercisable as to 5,025 shares on May 14, 2012, and the remaining shares become exercisable on November 18, 2012.

Documents

1 file

Issuer

Quad/Graphics, Inc.

CIK 0001481792

Entity typeother

Related Parties

1
  • filerCIK 0001180042

Filing Metadata

Form type
4
Filed
May 15, 8:00 PM ET
Accepted
May 16, 7:08 PM ET
Size
16.4 KB