SEC Form 4 · accession 0000925421-19-000006
TEGNA INC · TGNA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Clifton A. McClelland III
Officer — SVP, Cntlr and Prin. Acc. Off.
Period of report
Dec 31, 2018
Accepted (ET)
Jan 3, 2019 · 4:32 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000039899
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Dec 31, 2018 | M | 3,272 | — | A | 34,647 | D | |
| Common StockF1 | Dec 31, 2018 | M | 1,093 | — | A | 35,740 | D | |
| Common StockF1 | Dec 31, 2018 | M | 1,781 | — | A | 37,521 | D | |
| Common Stock | Dec 31, 2018 | F | 1,776 | $10.87 | D | 35,745 | D | |
| Common Stock | holding | — | — | — | 3,197 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F1 | — | Dec 31, 2018 | M | 3,272 | D | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 3,272 | 0 | D |
| Restricted Stock UnitsF1 | — | Dec 31, 2018 | M | 1,093 | D | Dec 31, 2018 | Dec 31, 2018 | Common Stock | 1,093 | 0 | D |
| Restricted Stock UnitsF1,F4 | — | Dec 31, 2018 | M | 1,781 | D | — | — | Common Stock | 1,781 | 3,562 | D |
Explanation of responses
- F1Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
- F2Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.
- F3The grant of restricted stock units was previously reported as 2,775 restricted stock units representing a contingent right to receive 2,775 shares of common stock of the Issuer, but was adjusted to reflect a grant of 3,272 restricted stock units representing a contingent right to receive 3,272 shares of common stock of the Issuer following the completion of the previously-announced spin-off of the Issuer's publishing business on June 29, 2015.
- F4The restricted stock units underlying the grant (i) vested as to 25% of the grant on each of December 31, 2017 and December 31, 2018, and (ii) will vest as to the remaining restricted stock units in two equal annual installments on each of December 31, 2019 and December 31, 2020. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on each of January 2, 2018 and January 2, 2019, and (b) following vesting and unless delivered earlier following a change in control of the Issuer, will be delivered to the reporting person in two equal annual installments beginning on January 2, 2020.