SEC Form 4 · accession 0001144204-15-040531

Gannett Co., Inc. · GCI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Robert J. Dickey

Officer — President and CEO · Director

Period of report

Jun 29, 2015

Accepted (ET)

Jul 1, 2015 · 9:31 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001635718

Table I — non-derivative securities

No Table I lines on this filing.

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (Right to Buy)^F1,F2	—	Jun 29, 2015	A	0	A	—	Feb 26, 2016	Common Stock	—	0	D
Employee Stock Option (Right to Buy)^F1,F2	—	Jun 29, 2015	A	0	A	—	Dec 7, 2015	Common Stock	—	0	D
Employee Stock Option (Right to Buy)^F1,F2	—	Jun 29, 2015	A	0	A	—	Feb 23, 2018	Common Stock	—	0	D
Employee Stock Option (Right to Buy)^F1,F2	—	Jun 29, 2015	A	0	A	—	Feb 22, 2019	Common Stock	—	0	D
Restricted Stock Units^F3,F4	—	Jun 29, 2015	A	0	A	—	—	Common Stock	—	0	D
Restricted Stock Units^F5	—	Jun 29, 2015	A	16,362	A	Dec 31, 2015	Dec 31, 2015	Common Stock	16,362	16,362	D
Restricted Stock Units^F5	—	Jun 29, 2015	A	16,204	A	Dec 31, 2016	Dec 31, 2016	Common Stock	16,204	16,204	D
Restricted Stock Units^F5	—	Jun 29, 2015	A	8,588	A	Dec 31, 2017	Dec 31, 2017	Common Stock	8,588	8,588	D

Explanation of responses

F1In connection with the spin-off of the Issuer from TEGNA Inc. on June 29, 2015, each outstanding TEGNA stock option award was converted into an award of options to purchase both shares of TEGNA's common stock and shares of the Issuer's common stock. The number of shares and exercise prices of each option award will be adjusted (based in part on the volume weighted average per-share price of the Issuer's common stock during each of the first five full NYSE trading sessions commencing June 29, 2015) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA stock option. Once the exercise price and number of underlying shares has been determined in respect of each grant, an amended Form 4 will be filed disclosing such information.
F2The option has vested as to all shares subject to the grant.
F3In connection with the spin-off, this outstanding and unvested time-vesting TEGNA restricted stock unit (RSU) award granted in 2015 was converted into an RSU award denominated in shares of the Issuer's common stock. The number of underlying shares will be adjusted (based in part on the volume weighted average per-share price of the Issuer's common stock during each of the first five full NYSE trading sessions commencing June 29, 2015) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU award. Once the number of shares of the Issuer's common stock underlying this RSU award has been determined, an amended Form 4 will be filed disclosing such information. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.
F4These RSUs vest in four equal annual installments beginning on December 31, 2015. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the issuer, and December 31, 2018.
F5In connection with the spin-off, each outstanding time-vesting TEGNA RSU award granted prior to 2015 was converted into an RSU award in respect of both shares of TEGNA's common stock and the Issuer's common stock. The number of shares of the Issuer's common stock subject to the award was determined based on the number of the Issuer's shares distributed per TEGNA share in the spin-off. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock.

Remarks

Exhibit 24 - Power of Attorney, is attached.