Quad/Graphics, Inc. — Major Shareholding Notification 2017

Jan 9, 2017

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

SCHEDULE 13G/A (Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO RULE 13d-2(c)

( AMENDMENT 1)

QUAD/GRAPHICS, INC. ( NAME OF ISSUER )

Class A Common Stock, par value $0.025 per share

(Title of Class of Securities)

747301109 (CUSIP Number)

December 30, 2016

(Date of Event Which Requires Filing of this Statement)

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

Rule 13d-1 (c)
Rule 13d-1 (d)

CUSIP No. 747301109 13G/A Page 1 of 3 pages

1.
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES
ONLY)	13-2624428

2.
(b)

1. SEC USE ONLY

4.
Delaware

| NUMBER

OF	5.	SOLE VOTING POWER	1,555,097
SHARES
BENEFICIALLY	6.	SHARED VOTING POWER	0
OWNED BY
EACH	7.	SOLE DISPOSITIVE POWER	1,766,197
REPORTING
PERSON WITH	8.	SHARED DISPOSITIVE POWER	0

9.
1,807,997

10.
CERTAIN SHARES

11.
4.9%

1. TYPE OF REPORTING PERSON* HC

Item 1(a).
QUAD/GRAPHICS, INC.

Item 1(b).
N61 W23044 Harry's Way Sussex, Wisconsin 53089-3995

Item 2(a).
JPMorgan Chase & Co.

Item 2(b).
270 PARK AVE
NEW YORK, NY 10017

Item 2(c).
Delaware

Item 2(d).
Class A Common Stock, par value $0.025 per share
Unless otherwise noted, security being reported is common
stock

Item 2(e). CUSIP Number: 747301109

Item 3
Or (c), Check Whether the Person Filing is a
:

| (a) | | Broker or dealer registered under Section 15 of the Exchange Act; | | --- | --- | --- | | (b) | | Bank as defined in Section 3(a)(6) of the Exchange Act; | | (c) | | Insurance company as defined in Section 3(a)(19) of the | | | | Exchange Act; | | (d) | | Investment company registered under Section 8 of the Investment | | | | Company Act; | | (e) | | An investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E); | | (f) | | An employee benefit plan or endowment fund in accordance with | | | | Rule 13d-1(b)(1)(ii)(F); | | (g) | X | A parent holding company or control person in accordance with | | | | Rule 13d-1(b)(1)(ii)(G); | | (h) | | A savings association as defined in Section 3(b) of the Federal | | | | Deposit Insurance Act; | | (i) | | A church plan that is excluded from the definition of an | | | | Investment company under Section 3(c)(14) of the Investment | | | | Company act; | | (j) | | Group, in accordance with Rule 13d-1(b)(1)(ii)(J). |

If this statement is filed pursuant to Rule 13d-1(b), check this box. X

Page 2 of 3 pages

ITEM 4. Ownership

| Provide the following information regarding the aggregate number

and
Percentage of the class of securities of issuer identified in Item

1. | | | | | (a) | Amount beneficially owned: 1,807,997 | | | | | Including 0 shares where there is a Right to Acquire. | | | | (b) | Percent of class: 4.9% | | | | (c) | Number of shares as to which such person has: | | | | | (i) | Sole power to vote or to direct the vote: | 1,555,097 | | | (ii) | Shared power to vote or to direct the vote: | 0 | | | (iii) | Sole power to dispose or to direct the disposition of: | 1,766,197 | | | (iv) | Shared power to dispose or to direct the disposition of: | 0 |

ITEM 5. Ownership of Five Percent or Less of a Class. YES

| 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. ( X
)

Item 6.
Not Applicable.

Item 7.
Security being reported on by the Parent Holding
Company.
This notice is filed on behalf of JPMorgan Chase & Co. and its
wholly
owned Subsidiary (ies),
JPMorgan Chase Bank, National Association
J.P. Morgan Investment Management Inc.
JPMorgan Asset Management (UK) Limited

Item 8.
Not Applicable

Item 9.
Not Applicable

ITEM 10. Certifications

| 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.

Page 3 of 3 pages

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: January 9, 2017
By: /s/ Michael T. Lees
--------------------------------------
Michael T. Lees
Compliance

| The original statement shall be signed by each

person on whose behalf the statement
is filed or his authorized representative. If the statement is signed
on behalf of
a person by his authorized representative (other than an executive
officer or general
partner of the filing person), evidence of the representative's
authority to sign on
behalf of such person shall be filed with the statement, provided,
however, that a
power of attorney for this purpose which is already on file with the
commission may
be incorporated by reference. The name and any title of each person who
signs the
the statement shall be typed or printed beneath his
signature.