Deferred stock award boosts Quad/Graphics (QUAD) director holdings
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
Fowler John C reported acquisition or exercise transactions in this Form 4 filing.
Quad/Graphics director John C. Fowler reported a compensation-related stock award. He received 19,178 deferred stock units tied to Class A common stock under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan, bringing his direct Class A holdings to 268,220 shares.
The deferred stock units are scheduled to be delivered on May 20, 2028 unless Fowler elects to defer further or separates from service earlier. Any dividends or other distributions on the underlying Class A shares will accrue as additional deferred stock units. The filing also lists indirect interests in Class B Common Stock held as trustee for several family trusts, each convertible into Class A Common Stock on a 1-for-1 basis at no cost, with Fowler disclaiming beneficial ownership except for his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
5 transactions reported
Mixed
5 txns
Insider
Fowler John C
Role
null
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Grant/Award | Class A Common Stock | 19,178 | $0.00 | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
| holding | Class B Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 268,220 shares (Direct, null);
Class B Common Stock — 7,086 shares (Indirect, As Trustee - HVF Tr)
Footnotes (1)
- Includes 9,952 additional deferred stock units resulting from the payment of dividends on the class A common stock underlying deferred stock units previously granted. Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan that will be delivered to the reporting person on May 20, 2028 unless deferred by the reporting person, or on separation from service. Any dividend or other distribution paid with respect to class A common stock underlying the deferred stock units shall accrue and be converted into additional deferred stock units based on the closing price of class A common stock on any such dividend payable date. 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. As Trustee for the Harry Virgil Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As Trustee for the Isabella Marion Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As Trustee for the Kaitlin Mary Flores 2017 Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. As Trustee for the KQF 2019 Descendants' Trust. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Key Figures
Deferred stock units granted: 19,178 units
Direct Class A holdings after grant: 268,220 shares
Dividend-related additional deferred units: 9,952 units
+4 more
7 metrics
Deferred stock units granted
19,178 units
Grant under 2020 Omnibus Incentive Plan on May 20, 2026
Direct Class A holdings after grant
268,220 shares
Total Class A common stock held directly following transaction
Dividend-related additional deferred units
9,952 units
Additional units from dividends on previously granted deferred stock units
Indirect Class B underlying shares (KQF trust)
156 Class A-equivalent shares
Class B Common Stock convertible 1-for-1 into Class A; indirect
Indirect Class B underlying shares (KMF trust)
7,087 Class A-equivalent shares
Class B Common Stock convertible 1-for-1 into Class A; indirect
Indirect Class B underlying shares (IMF trust)
7,087 Class A-equivalent shares
Class B Common Stock convertible 1-for-1 into Class A; indirect
Indirect Class B underlying shares (HVF trust)
7,086 Class A-equivalent shares
Class B Common Stock convertible 1-for-1 into Class A; indirect
Key Terms
deferred stock units, 2020 Omnibus Incentive Plan, pecuniary interest, Class B Common Stock, +1 more
5 terms
deferred stock units financial
"Includes 19,178 shares attributable to deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"
Deferred stock units are promises from a company to give an employee shares of stock at a future date, often after certain conditions are met or after leaving the company. They function like a form of delayed compensation, allowing employees to earn shares over time. For investors, they represent potential future ownership in the company, but do not provide immediate voting rights or dividends until the shares are actually received.
2020 Omnibus Incentive Plan financial
"deferred stock units granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan"
pecuniary interest financial
"The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein"
Class B Common Stock financial
"Class B Common Stock is convertible into Class A Common Stock on a 1-for-1 basis at no cost"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
convertible into Class A Common Stock financial
"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"
FAQ
What did Quad/Graphics (QUAD) director John C. Fowler report in this Form 4?
John C. Fowler reported a grant of 19,178 deferred stock units tied to Quad/Graphics Class A common stock. This award is compensation under the company’s 2020 Omnibus Incentive Plan and increases his reported direct Class A holdings to 268,220 shares after the transaction.
How do the 19,178 deferred stock units for QUAD’s Fowler work?
The 19,178 deferred stock units represent a right to receive an equal number of Class A shares. They are scheduled for delivery on May 20, 2028, unless Fowler defers further or leaves the company earlier, when they would be delivered upon his separation from service instead.
How are dividends treated on Fowler’s Quad/Graphics deferred stock units?
Any dividends or other distributions on the Class A common stock underlying Fowler’s deferred stock units will not be paid in cash. Instead, they accrue and are converted into additional deferred stock units using the Class A closing price on each dividend payable date.
What indirect Quad/Graphics holdings does Fowler report through family trusts?
Fowler reports indirect holdings of Class B Common Stock as trustee for several family trusts, each convertible into Class A shares on a 1-for-1 basis. He disclaims beneficial ownership of these securities except to the extent of his pecuniary interest in the respective trusts.
Which incentive plan governs Fowler’s Quad/Graphics deferred stock units?
Fowler’s deferred stock units were granted under the Quad/Graphics, Inc. 2020 Omnibus Incentive Plan. This plan provides for equity-based awards, including deferred stock units, that align director and executive compensation with the company’s Class A common stock performance over time.