d1225661_13-g.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.)*


QUAD/Graphics, Inc.
(Name of Issuer)


Class A Common Stock, $0.025 par value
(Title of Class of Securities)


747301109
(CUSIP Number)


September 6, 2011
(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(b)

[X]  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 on 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 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 

 
 
 


CUSIP No
747301109
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Ronald E. Gutfleish
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
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
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,702,338
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,702,338
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,702,338
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
5.2%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
  

 
 
 


CUSIP No
747301109
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Elm Ridge Capital Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,702,338
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,702,338
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,702,338
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
5.2%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IA
  

 
 
 


CUSIP No.
747301109
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Elm Ridge Management, LLC
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Delaware
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,702,338
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,702,338
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,702,338
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
5.2%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
  
 
 
 
 
 
 
 
 
CUSIP No
747301109
    
     
1.
NAME OF REPORTING PERSONS
  
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
  
     
 
Elm Ridge Offshore Master Fund, Ltd.
  
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
  
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
  
     
 
Cayman Islands
  
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
  
     
 
0
  
     
6.
SHARED VOTING POWER
  
     
 
1,660,618
  
     
7.
SOLE DISPOSITIVE POWER
  
     
 
0
  
     
8.
SHARED DISPOSITIVE POWER
  
     
 
1,660,618
  
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,660,618
  
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
  
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
  
     
 
5.1%
  
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
CO
  


 
 
 


     
 
CUSIP No
747301109
    
         
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:
  
   
 
Ronald E. Gutfleish
Elm Ridge Capital Management, LLC
Elm Ridge Management, LLC
Elm Ridge Offshore Master Fund, Ltd.
  
       

 
(b).
Address of Principal Business Office, or if None, Residence:
  
   
 
Ronald E. Gutfleish
c/o Elm Ridge Management, LLC
3 West Main Street, 2nd Floor
Irvington, NY 10533
United States of America
 
Elm Ridge Capital Management, LLC
3 West Main Street, 2nd Floor
Irvington, NY 10533
United States of America
 
Elm Ridge Management, LLC
3 West Main Street, 2nd Floor
Irvington, NY 10533
United States of America
 
Elm Ridge Offshore Master Fund, Ltd.
c/o Goldman Sachs (Cayman) Trust, Limited
P.O. Box 896
Harbour Centre, 2nd Floor
George Town, Grand Cayman
Cayman Islands
  
       


 
 
 


 
(c).
Citizenship:
  
   
 
Ronald E. Gutfleish – United States
Elm Ridge Capital Management, LLC – Delaware
Elm Ridge Management, LLC – Delaware
Elm Ridge Offshore Master Fund, Ltd. – Cayman Islands
  
       

 
(d).
Title of Class of Securities:
  
       
   
Class A Common Stock, $0.025 par value
 
  

 
(e).
CUSIP Number:
  
       
   
747301109
  

Item 3.
  
If This Statement is filed pursuant to ss.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 Exchange Act (15 U.S.C. 78c).

 
(b)
[_]
Bank as defined in Section 3(a)(6) of the Exchange Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in Section 3(a)(19) of the Exchange 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 § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
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 (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)
[_]
Group, in accordance with s.240.13d-1(b)(1)(ii)(J).


 
 
 


Item 4.
Ownership.

 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Ronald E. Gutfleish:  1,702,338
Elm Ridge Capital Management, LLC:  1,702,338
Elm Ridge Management, LLC:  1,702,338
Elm Ridge Offshore Master Fund, Ltd.:  1,660,618

 
(b)
Percent of class:
     
   
Ronald E. Gutfleish:  5.2%
Elm Ridge Capital Management, LLC:  5.2%
Elm Ridge Management, LLC:  5.2%
Elm Ridge Offshore Master Fund, Ltd.:  5.1%

 
(c)
Number of shares as to which Ronald E. Gutfleish has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,702,338
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,702,338
.

 
Number of shares as to which Elm Ridge Capital Management, LLC has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,702,338
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,702,338
.

 
Number of shares as to which Elm Ridge Management, LLC has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,702,338
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,702,338
.

 
(c)
Number of shares as to which Elm Ridge Offshore Master Fund, Ltd. has:

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,660,618
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,660,618
.


 
 
 



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 [_].
 
 
N/A
   

Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
N/A
   
   

Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

 
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
N/A
   
   
 
Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
 
N/A
   
   

Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
N/A
   
   

Item 10.
Certification.

   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above 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.


 
 
 

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.
 
 
September 12, 2011
 
Date
   
 
RONALD E. GUTFLEISH*
   
   
 
By:  /s/  Ronald E. Gutfleish
   
   
 
ELM RIDGE CAPITAL MANAGEMENT, LLC*
   
   
 
By:  /s/  Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Managing Member
   
   
 
ELM RIDGE MANAGEMENT, LLC *
   
   
 
By:  /s/   Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Managing Member
   
 
ELM RIDGE OFFSHORE MASTER FUND, LTD
   
   
 
By:  /s/   Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Director

*The Reporting Persons disclaim beneficial ownership in the shares except to the extent of the Reporting Persons' pecuniary interest therein.

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 statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 
 
 

AGREEMENT

The undersigned agree that this Schedule 13G, dated September 12, 2011, relating to the Class A Common Stock, $0.025 par value of QUAD/Graphics, Inc. shall be filed on behalf of the undersigned.
 

 
 
September 12, 2011
 
Date
   
 
RONALD E. GUTFLEISH
   
   
 
By:  /s/  Ronald E. Gutfleish
   
   
 
ELM RIDGE CAPITAL MANAGEMENT, LLC
   
   
 
By:  /s/  Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Managing Member
   
   
 
ELM RIDGE MANAGEMENT, LLC
   
   
 
By:  /s/  Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Managing Member
   
   
 
ELM RIDGE OFFSHORE MASTER FUND, LTD
   
   
 
By:  /s/   Ronald E. Gutfleish
 
Name: Ronald E. Gutfleish
 
Title: Director



SK 03563 0006 1225661