SEC Form 4 · accession 0001144204-15-040533
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
David A. Payne
Officer — Chief Product Officer
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 | — | Dec 10, 2018 | Common Stock | — | 0 | D |
| Restricted Stock UnitsF3,F4 | — | Jun 29, 2015 | A | 0 | A | — | — | Common Stock | — | 0 | D |
| Restricted Stock UnitsF5 | — | Jun 29, 2015 | A | 5,285 | A | Dec 31, 2017 | Dec 31, 2017 | Common Stock | 5,285 | 5,285 | D |
| Restricted Stock UnitsF5 | — | Jun 29, 2015 | A | 9,746 | A | Dec 31, 2016 | Dec 31, 2016 | Common Stock | 9,746 | 9,746 | D |
| Restricted Stock UnitsF5 | — | Jun 29, 2015 | A | 10,308 | A | Dec 31, 2015 | Dec 31, 2015 | Common Stock | 10,308 | 10,308 | 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.