UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
QUAD/GRAPHICS, INC.
(Name of Issuer)
Class A Common Stock
(Title of Class of Securities)
747301109
(CUSIP Number)
December 31, 2014
(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 remainder of this cover page shall be filled out for a reporting person’s initial filing in this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. |
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, as amended (the “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 |
| 1) | Name of Reporting Person
Bank of Montreal | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5) | Sole Voting Power:
41,849(1) | ||||
| 6) | Shared Voting Power:
0(1) | |||||
| 7) | Sole Dispositive Power:
41,056(1) | |||||
| 8) | Shared Dispositive Power:
100(1) | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
48,146(1) | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.139% | |||||
| 12) | Type of Reporting Person
HC | |||||
| (1) | Shares are held indirectly by the Reporting Person’s subsidiaries, BMO Asset Management, Corp., BMO Harris Bank N.A. and BMO Nesbitt Burns, Inc. |
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SCHEDULE 13G
| CUSIP No. 747301109 |
| 1) | Name of Reporting Person
BMO Asset Management Corp. | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Delaware, United States | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5) | Sole Voting Power:
17,080 | ||||
| 6) | Shared Voting Power:
0 | |||||
| 7) | Sole Dispositive Power:
17,080 | |||||
| 8) | Shared Dispositive Power:
0 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
17,599 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.051% | |||||
| 12) | Type of Reporting Person
IA | |||||
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SCHEDULE 13G
| CUSIP No. 747301109 |
| 1) | Name of Reporting Person
BMO Harris Bank N.A. | |||||
| 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:
24,769 | ||||
| 6) | Shared Voting Power:
0 | |||||
| 7) | Sole Dispositive Power:
23,976 | |||||
| 8) | Shared Dispositive Power:
100 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
24,769 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.072% | |||||
| 12) | Type of Reporting Person
BK | |||||
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SCHEDULE 13G
| CUSIP No. 747301109 |
| 1) | Name of Reporting Person
BMO Nesbitt Burns Inc. | |||||
| 2) | Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
| |||||
| 3) | SEC Use Only
| |||||
| 4) | Citizenship or Place of Organization
Canada | |||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
5) | Sole Voting Power:
0 | ||||
| 6) | Shared Voting Power:
0 | |||||
| 7) | Sole Dispositive Power:
0 | |||||
| 8) | Shared Dispositive Power:
0 | |||||
| 9) |
Aggregate Amount Beneficially Owned by Each Reporting Person
5,778 | |||||
| 10) | Check if the Aggregate Amount in Row (9) Excludes Certain Shares ¨
| |||||
| 11) | Percent of Class Represented by Amount in Row (9)
0.017% | |||||
| 12) | Type of Reporting Person
FI | |||||
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SCHEDULE 13G
CUSIP No. 747301109
| ITEM 1(a). | Name of Issuer. |
Quad/Graphics, Inc.
| ITEM 1(b). | Address of Issuer’s Principal Executive Offices. |
N61 W23044 Harry’s Way
Sussex, Wisconsin 53089-3995
| ITEM 2(a). | Names of Persons Filing. |
Bank of Montreal and its subsidiaries, BMO Asset Management Corp., BMO Harris Bank N.A. and BMO Nesbitt Burns, Inc.
| ITEM 2(b). | Address of Principal Business Office or, if none, Residence. |
Bank of Montreal
1 First Canadian Place
Toronto, Ontario, Canada M5X 1A1
BMO Asset Management Corp.
115 South La Salle Street
Floor 11 West
Chicago, IL 60603
BMO Harris Bank N.A.
111 West Monroe Street
Floor 6E
Chicago, IL 60690
BMO Nesbitt Burns Inc.
IBG Finance Dept.
FCP – 7th Floor
Toronto, ON M5X 1H3 Canada
| ITEM 2(c). | Citizenship or Place of Organization. |
Bank of Montreal is organized under the laws of Canada. BMO Asset Management Corp. is organized under the law of Delaware, United States. BMO Harris Bank N.A. is organized under the law of the United States. BMO Nesbitt Burns, Inc. is organized under the laws of Canada.
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| ITEM 2(d). | Title of Class of Securities. |
Common Stock
| ITEM 2(e). | CUSIP Number. |
747301109
| ITEM 3. | If this statement is filed pursuant to Sections 240.13d-1(b) or 240.13d-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) | x | An investment adviser in accordance with Section 240.13d-1(b)(1)(ii)(E); | ||
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with Section 240.13d-1(b)(1)(ii)(F); | ||
| (g) | x | A parent holding company or control person in accordance with Section 240.13d-1(b)(1)(ii)(G); | ||
| (h) | ¨ | A savings association as 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) | x | A non-U.S. institution in accordance with Section 240.13d-1(b)(1)(ii)(J); | ||
| (k) | ¨ | Group, in accordance with Section 240.13d-1(b)(1)(ii)(K). |
| ITEM 4. | Ownership. |
The information contained in Items 5 – 11 on the cover pages is incorporated herein by reference.
| 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 [ X ].
| ITEM 6. | Ownership of More than Five Percent on Behalf of Another Person. |
Not Applicable.
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| ITEM 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
Bank of Montreal is the ultimate parent company of BMO Asset Management, Corp., an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, BMO Harris Bank N.A., a bank as defined in section 3(a)6 of the Act and BMO Nesbitt Burns Inc., a non-U.S. institution.
| ITEM 8. | Identification and Classification of Members of the Group. |
Not Applicable.
| ITEM 9. | Notice of Dissolution of Group. |
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.
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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 as of the 13th day of February, 2015.
| BANK OF MONTREAL |
| /s/ Barbara Muir |
| Barbara Muir |
| SVP, Deputy General Counsel Corporate Affairs & Corporate Secretary |
| BMO ASSET MANAGEMENT CORP. |
| * |
| BMO HARRIS BANK N.A. |
| * |
| BMO NESBITT BURNS, INC. |
| * |
| * | Pursuant to Power of Attorney filed as Exhibit 2 to Schedule 13G filed on February 14, 2014 by Reporting Persons named herein (File No. 005-59405), which is incorporated by reference. |
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