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 *
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., N61 W23044 HARRY'S WAY		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2013
(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             125,389 D  
Class A Common Stock             17,471 I As co-trustee - HVQ Life Ins. Tr. (1)
Class A Common Stock             11,488 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
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             (2) 01/31/2017 Class A Common Stock
318,000
  318,000
D
 
Stock Options (Right to Buy) $ 29.37             (3) 01/31/2019 Class A Common Stock
30,000
  30,000
D
 
Stock Options (Right to Buy) $ 15.37             (4) 01/31/2020 Class A Common Stock
30,000
  30,000
D
 
Stock Options (Right to Buy) $ 16.62             (5) 01/31/2020 Class A Common Stock
45,000
  45,000
D
 
Stock Options (Right to Buy) $ 41.26             (6) 01/01/2021 Class A Common Stock
34,218
  34,218
D
 
Stock Options (Right to Buy) $ 14.14             (7) 01/01/2022 Class A Common Stock
34,218
  34,218
D
 
Class B Common Stock               (8)   (8) Class A Common Stock
51,614
  51,614
I
As co-trustee - HVQ Life Ins. Tr. (1)
Class B Common Stock               (8)   (8) Class A Common Stock
800,000
  800,000
I
By GRATs (9)
Class B Common Stock   12/09/2013   G 119,837     (8)   (8) Class A Common Stock
119,837
$ 0 119,837
I
As trustee - HVQ for Richard (10)
Class B Common Stock   12/09/2013   G 126,488     (8)   (8) Class A Common Stock
126,488
$ 0 126,488
I
As trustee - HVQ for Kathryn (11)
Class B Common Stock   12/09/2013   G 126,504     (8)   (8) Class A Common Stock
126,504
$ 0 126,504
I
As trustee - HVQ for Joel (12)
Class B Common Stock   12/09/2013   G 126,473     (8)   (8) Class A Common Stock
126,473
$ 0 126,473
I
As trustee - HVQ for Elizabeth (13)
Class B Common Stock   12/06/2013   G 111,660     (8)   (8) Class A Common Stock
111,660
$ 0 111,660
I
As trustee - HRQ 2010 Tr. (14)

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fowler John C
C/O QUAD/GRAPHICS, INC.
N61 W23044 HARRY'S WAY
SUSSEX, WI 53089		       Executive VP and CFO  

Signatures

/s/ Russell E. Ryba, Attorney-In-Fact for John C. Fowler 02/14/2014
**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 Harry V. Quadracci Life Insurance Trust. The reporting person disclaims beneficial ownership of the reported securities.
(2) Became exercisable as to 263,940 shares on May 14, 2012, and the remaining shares became exercisable on November 18, 2012.
(3) Vests and becomes exercisable in two equal annual installments beginning on November 18, 2012.
(4) Vests and becomes exercisable in three equal annual installments beginning on November 18, 2012.
(5) 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.
(6) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2013.
(7) Vests and becomes exercisable in three equal annual installments beginning on January 1, 2014.
(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) As Trustee for certain GRATs established by Betty Ewens Quadracci. The reporting person disclaims beneficial ownership of the reported securities.
(10) As Trustee for the HVQ 1992 Descendants Trust f/b/o H. Richard Quadracci. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(11) As Trustee for the HVQ 1992 Descendants Trust f/b/o H. Kathryn Q. Flores. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(12) As Trustee for the HVQ 1992 Descendants Trust f/b/o J. Joel Quadracci. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(13) As Trustee for the HVQ 1992 Descendants Trust f/b/o Elizabeth Q. Harned. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(14) As Trustee for the HRQ 2010 Trust. The reporting person is a trustee of the trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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