SEC Form 4 · accession 0000925421-19-000010

TEGNA INC · TGNA

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

Reporting owner

Victoria D Harker

Officer — EVP, CFO

Period of report

Dec 31, 2018

Accepted (ET)

Jan 3, 2019 · 4:33 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 Stock^F1	Dec 31, 2018	M	18,753	—	A	178,178	D
Common Stock^F1	Dec 31, 2018	M	9,612	—	A	187,790	D
Common Stock^F1	Dec 31, 2018	M	9,695	—	A	197,485	D
Common Stock	Dec 31, 2018	F	16,671	$10.87	D	180,814	D
Common Stock	holding	—	—		—	4,055	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 Units^F3,F1	—	Dec 31, 2018	M	18,753	D	Dec 31, 2018	Dec 31, 2018	Common Stock	18,753	0	D
Restricted Stock Units^F1	—	Dec 31, 2018	M	9,612	D	Dec 31, 2018	Dec 31, 2018	Common Stock	9,612	0	D
Restricted Stock Units^F1,F4	—	Dec 31, 2018	M	9,695	D	—	—	Common Stock	9,695	19,391	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 15,904 restricted stock units representing a contingent right to receive 15,904 shares of common stock of the Issuer, but was adjusted to reflect a grant of 18,753 restricted stock units representing a contingent right to receive 18,753 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.