Quad/Graphics, Inc. — Major Shareholding Notification 2011

Feb 14, 2011

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. -)

Quad/Graphics, Inc.

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(Name of Issuer)

Class A Common Stock, $0.025 par value

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(Title of Class of Securities)

747301109

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(CUSIP Number)

December 31, 2010

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(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[ X ]	Rule 13d-1(b)
[ ]	Rule 13d-1(c)
[ ]	Rule 13d-1(d)

*
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.

SCHEDULE 13G

CUSIP No. 747301109 Page 2 of 9

1.	NAME OF REPORTING PERSON
	Marshall & Ilsley Corporation
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	20-8995389
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	Wisconsin
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.	SOLE VOTING POWER
	115,649 (1)
6.	SHARED VOTING POWER
	6,025,455 (1) (2)
7.	SOLE DISPOSITIVE POWER
	115,649 (1)
8.	SHARED DISPOSITIVE POWER
	6,025,455 (1) (2)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,141,104 (1) (2)

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(1)

Shares are held indirectly through the Reporting Person’s wholly-owned subsidiary, Marshall & Ilsley Trust Company N.A.

(2)

Beneficial ownership of 6,025,455 shares is specifically disclaimed. See Item 4.

SCHEDULE 13G

CUSIP No. 747301109 Page 3 of 9

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	Not Applicable
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.3%
12.	TYPE OF REPORTING PERSON
	HC

SCHEDULE 13G

CUSIP No. 747301109 Page 4 of 9

1.	NAME OF REPORTING PERSON
	Marshall & Ilsley Trust Company N.A.
	I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
	39-1186267
2.	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
	(a) [ ]
	(b) [ ]
3.	SEC USE ONLY
4.	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:
5.	SOLE VOTING POWER
	115,649
6.	SHARED VOTING POWER
	6,025,455 (1)
7.	SOLE DISPOSITIVE POWER
	115,649
8.	SHARED DISPOSITIVE POWER
	6,025,455 (1)
9.	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,141,104 (1)
______
(1) Beneficial ownership of 6,025,455 shares is specifically disclaimed. See Item 4.

SCHEDULE 13G

CUSIP No. 747301109 Page 5 of 9

10.	CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
	Not Applicable
11.	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
	19.3%
12.	TYPE OF REPORTING PERSON
	BK

SCHEDULE 13G

CUSIP No. 747301109 Page 6 of 9

ITEM 1.	(a)	NAME OF ISSUER
	Quad/Graphics, Inc.
	(b)	ADDRESS OF ISSUER’S PRINCIPAL EXECUTIVE OFFICES
	N63 W23075 Highway 74, Sussex, Wisconsin 53089-2827
ITEM 2.	(a)	NAME OF PERSON FILING
	Marshall & Ilsley Corporation (“M&I”) and M&I’s wholly-owned subsidiary, Marshall & Ilsley Trust Company N.A. (“M&I Trust”)
	(b)	ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE
	The principal office of M&I is located at 770 North Water Street, Milwaukee, Wisconsin 53202. The principal office of M&I Trust is located at 111 East Kilbourn Avenue, Suite 200, Milwaukee, Wisconsin 53202.
	(c)	CITIZENSHIP
	M&I is a Wisconsin corporation. M&I Trust is organized under the laws of the United States.
	(d)	TITLE OF CLASS OF SECURITIES
	Common Stock
	(e)	CUSIP NUMBER
	747301109
	IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 13d-1(b) OR 13d-2(b) or (c), CHECK WHETHER THE PERSON FILING IS A:
	(a)	[ ]	Broker or dealer registered under Section 15 of the Act (15 U.S.C. 78o);
	(b)	[ X ]	Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c);
	(c)	[ ]	Insurance company as defined in Section 3(a)(19) of the Act (15 U.S.C. 78c);
	(d)	[ ]	Investment company registered under Section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
	(e)	[ ]	An investment adviser in accordance with Section 13d-1(b)(1)(ii)(E);
	(f)	[ ]	An employee benefit plan or endowment fund in accordance with Section 13d-1(b)(1)(ii)(F);

SCHEDULE 13G

CUSIP No. 747301109 Page 7 of 9

ITEM 3. Continued	(g) — (h)	[X] — [ ]	A savings association defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
	(i)	[ ]	A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
	(j)	[ ]	A non-U.S. institution in accordance with Section 13d-1(b)(ii)(J);
	(k)	[ ]	Group, in accordance with Section 13d-1(b)(1)(ii)(J).
ITEM 4.	OWNERSHIP
	(a)	Amount Beneficially Owned		6,141,104 *
	(b)	Percent of Class		19.3%
	(c)	Number of Shares as to which the person has:
		(i)	Sole power to vote or to direct the vote:	115,649
		(ii)	Shared power to vote or to direct the vote	6,025,455 *
		(iii)	Sole power to dispose or to direct the disposition of	115,649
		(iv)	Shared power to dispose or to direct the disposition of	6,025,455 *
	*Includes 6,025,455 shares held in one or more employee benefit plans where Marshall & Ilsley Trust Company N.A., as directed trustee, may be viewed as having voting or dispositive authority in certain situations pursuant to SEC and Department of Labor regulations or interpretations. Pursuant to Rule 13d-4 under the Act, inclusion of such shares in this statement shall not be construed as an admission that the Reporting Person or its subsidiaries are, for purposes of Sections 13(d) or 13(g) of the Act, the beneficial owners of such securities.
ITEM 5.	OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [ ]
ITEM 6.	OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON
	Marshall & Ilsley Corporation is reporting on this Schedule 13G securities held through its subsidiary, Marshall & Ilsley Trust Company, as trustee for certain employee benefit plans. As a result, participants in the plans are entitled to receive dividends and the proceeds from the sale of such securities. No such person is known to have such an interest relating to more than 5% of the class of subject securities except as follows: Quad/Graphics PEP ESOP

SCHEDULE 13G

CUSIP No. 747301109 Page 8 of 9

ITEM 7.	IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
	Marshall & Ilsley Corporation is the parent holding company of Marshall & Ilsley Trust Company N.A., a bank as defined in Section 3(a)(6) of the Act.
ITEM 8.	IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
	Not Applicable
ITEM 9.	NOTICE OF DISSOLUTION OF GROUP
	Not Applicable
ITEM 10.	CERTIFICATION
	By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Section 240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: February 14, 2011	MARSHALL & ILSLEY CORPORATION
	By: /s/ Kenneth C. Krei
	Kenneth C. Krei Senior Vice President
Dated: February 14, 2011	MARSHALL & ILSLEY TRUST COMPANY N.A.
	By: /s/ M. Gayle Robinson
	M. Gayle Robinson Senior Vice President, General Counsel and Secretary

CUSIP No. 747301109 Page 9 of 9

Exhibit 1

JOINT FILING AGREEMENT

In accordance with Rule 13d-1(k)(1) under the Act, the undersigned agree to this filing of Schedule 13G (including any and all amendments thereto) with respect to the Class A Common Stock, $0.025 par value, of Quad Graphics, Inc. and further agree to the filing of this Agreement as an Exhibit thereto. In addition, each party to this Agreement consents to the filing of this Schedule 13G (including any and all amendments thereto) by Marshall & Ilsley Corporation.

Date: February 14, 2011	MARSHALL & ILSLEY CORPORATION
	By: /s/ Kenneth C. Krei
	Kenneth C. Krei Senior Vice President
Date: February 14, 2011	MARSHALL & ILSLEY TRUST COMPANY N.A.
	By: /s/ M. Gayle Robinson
	M. Gayle Robinson Senior Vice President, General Counsel and Secretary