SEC Form 4 · accession 0000925421-19-000064
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
Feb 28, 2019
Accepted (ET)
Mar 4, 2019 · 5:36 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 | Feb 28, 2019 | M | 2,584 | — | A | 38,650 | D | |
| Common Stock | Feb 28, 2019 | F | 778 | $13.17 | D | 37,872 | 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 UnitsF1,F3 | — | Feb 28, 2019 | M | 2,584 | D | — | — | Common Stock | 2,584 | 7,752 | D |
| Restricted Stock UnitsF1,F4 | — | Mar 1, 2019 | A | 10,080 | A | — | — | Common Stock | 10,080 | 10,080 | 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 restricted stock units vested as to 2,584 shares on February 28, 2019 and vest as to the remaining shares in three equal annual installments on each of February 29, 2020, February 28, 2021 and February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2019, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in three equal annual installments beginning on March 1, 2020.
- F4The restricted stock units vest in four equal annual installments on each of February 29, 2020, February 28, 2021, February 28, 2022 and February 28, 2023 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in four equal annual installments beginning on March 1, 2020.