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 *
Ott Nancy
  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)
Vice President-Human Resources
(Last)
(First)
(Middle)
C/O QUAD/GRAPHICS, INC., N61 W23044 HARRY'S WAY
3. Date of Earliest Transaction (Month/Day/Year)
03/01/2016
(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 03/01/2016   F(1)   1,914 D $ 12.66 47,662 D  
Class A Common Stock               2,768 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) $ 14.14               (2) 01/01/2022 Class A Common Stock 798   798 D  
Stock Options (Right to Buy) $ 23.37               (3) 01/31/2017 Class A Common Stock 5,000   5,000 D  
Stock Options (Right to Buy) $ 29.37               (3) 01/31/2018 Class A Common Stock 2,500   2,500 D  
Stock Options (Right to Buy) $ 15.37               (3) 01/31/2019 Class A Common Stock 2,500   2,500 D  
Stock Options (Right to Buy) $ 16.62               (3) 01/31/2020 Class A Common Stock 5,000   5,000 D  
Stock Options (Right to Buy) $ 41.26               (4) 01/01/2021 Class A Common Stock 2,392   2,392 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Ott Nancy
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089
      Vice President-Human Resources  

Signatures

 /s/ Jennifer J. Kent, Attorney-In-Fact for Nancy Ott   03/03/2016
**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) Reflects payment of tax liability by withholding shares of stock incident to the vesting of restricted stock previously issued.
(2) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
(3) Portions of these stock options have already vested and become exercisable and the remainder vest and became exercisable on November 18, 2014.
(4) Became exercisable in three equal annual installments beginning on January 1, 2013.

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