TEGNA INC — Director's Dealing 2003

Feb 10, 2003

5 1 edgar.htm 5 Form 5

| FORM 5 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). Form 3 Holdings Reported X Form 4 Transactions Reported | ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to
Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of
the Public Utility Holding Company Act of 1935 or Section 30(h) of the
Investment Company Act of 1940 | OMB Number:
3235-0362 Expires: January 31, 2005 Estimated average burden hours per response. . .0.5 Filed By Romeo and Dye's Section 16 Filer www.section16.net |

| 1. Name and Address
of Reporting Person* Mallary Richard A. | 2. Issuer Name and Ticker or Trading Symbol Gannett Co., Inc. ("GCI") | | 6. Relationship of
Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior Vice President/Gannett Television |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) Gannett Co., Inc. 7950 Jones Branch Drive | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Year December 29, 2002 | |
| (Street) McLean , VA 22107 | | 5. If Amendment, Date of Original (Month/Year) | 7. Individual
or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person |
| (City) (State) (Zip) | Table
I — Non-Derivative Securities Acquired, Disposed of, or Beneficially
Owned | | |

| 1. Title of Security (Instr. 3) | 2. Trans- action Date (Month/ Day/ Year) | 3. Trans- action Code (Instr. 8) | 4. Securities Acquired
(A) or Disposed of (D) (Instr. 3, 4 & 5) | | | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Amount | (A) or (D) | Price | | |
| Common Stock | 12/09/01 | M4 | 5 | A | | | |
| Common Stock | 12/09/01 | F4 | 5 | D | $68.22 | | |
| Common Stock | 01/04/02 | G | 150 | D | 429 | D | |
| Common Stock | | | | | 77.60 (1) | D | |
| Common Stock | | | | | 1,801.813 (2) | I | By 401(k) Plan |

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. * If the form is filed by more than one reporting person, see Instruction 4(b)(v). Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number

FORM 5 (continued) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

| 1. Title of Derivative
Security (Instr. 3) | 2. Conver- sion or Exercise Price of Derivative Security | 3. Trans- action Date (Month/ Day/ Year) | 4. Trans- action Code (Instr. 8) | 5. Number of Derivative
Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 & 5) | | 6. Date Exercisable and Expiration Date (Month/Day/ Year) | | 7. Title and Amount
of Underlying Securities (Instr. 3 & 4) | | 8. Price of Derivative
Security (Instr. 5) | 9. Number of Derivative Securities Beneficially Owned at End of Year (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | | |
| Employee Stock Option (right to buy) | $65.95 | 05/07/01 | A5 | 3,000 | | (3) | 12/05/10 | Common Stock | 3,000 | | 3,000 | D |
| Stock Incentive Rights | | 12/09/01 | M4 | | 200 | 12/09/01 | 12/09/01 | Common Stock | 200 | | 0 | D |
| Phantom Stock | 1-for-1 | 12/09/01 | M4 | 195 | | Immed. | | Common Stock | 195 | | | |
| Phantom Stock | 1-for-1 | 02/21/01 | A5 | 444.444 | | Immed. | | Common Stock | 444.444 | $67.50 | | |
| Phantom Stock | 1-for-1 | (4) | A | 1,443.497 | | Immed. | | Common Stock | 1,443.497 | (4) | 4,362.630 (5) | D |

Explanation of Responses: (1) These shares are held in the Issuer's Dividend Reinvestment Plan. (2) The information in this report is based on a plan statement dated as of September 30, 2002. (3) The option vests in four equal annual installments beginning on December 5, 2001. (4) Acquired on various dates between December 31, 2001 and August 29, 2002 pursuant to Issuer's Deferred Compensation Plan, at prices ranging from $69.2302 to $77.68 per share. (5) Prior Forms 4 and 5 reported shares held under the Issuer's Deferred Compensation Plan in Table I, as Common Stock. These shares are now reported in Table II, Column 9 of this Form 5, as Phantom Stock.

By: /s/ Richard A. Mallary **Signature of Reporting Person February 7, 2003 Date

**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.