TEGNA INC — Director's Dealing 2003

Jan 16, 2003

4 1 edgar.htm 4 Form 4

| FORM 4 | UNITED STATES SECURITIES
AND EXCHANGE COMMISSION Washington, D.C. 20549 | OMB
APPROVAL |
| --- | --- | --- |
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations
may continue. See Instruction 1(b). | 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: 3235-0287 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* Dubow Craig 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) President and Chief Executive Officer/Gannett Broadcasting |
| --- | --- | --- | --- |
| (Last)
(First) (Middle) 7950 Jones Branch Drive | 3. I.R.S. Identification
Number of Reporting Person, if an entity (voluntary) | 4. Statement for Month/Day/Year January 14, 2003 | |
| (Street) McLean , VA 22107 | | 5. If Amendment, Date of Original (Month/Day/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) | | | 5. Amount of Securities Beneficially Owned Follow- ing Reported Transactions(s) (Instr. 3 & 4) | 6. Owner- ship Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | Code | V | Amount | (A) or (D) | Price | | | |
| Common Stock | 01/14/03 | M | | 737 | A | $37.375 | | | |
| Common Stock | 01/14/03 | F | | 737 | D | $74.58 | | | |
| Common Stock | 01/14/03 | M | | 224 | A | $59.50 | | | |
| Common Stock | 01/14/03 | F | | 224 | D | $74.58 | 3,927.992 | D | |
| Common Stock | | | | | | | 923.344 (1) | 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 4 (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 Following Reported Transaction(s) (Instr. 4) | 10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr. 4) |
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| | | | Code | V | (A) | (D) | Date Exer-cisable | Expira- tion Date | Title | Amount or Number
of Shares | | | |
| Employee Stock Option (right to buy) | $37.375 | 01/14/03 | M | | | 1,471 | (2) | 12/10/06 | Common Stock (3) | 1,471 | | 0 | D |
| Employee Stock Option (right to buy) | $59.50 | 01/14/03 | M | | | 280 | (4) | 12/09/07 | Common Stock (5) | 280 | | 15,320 | D |
| Phantom Stock (3) | 1-for-1 | 01/14/03 | M | | 734 | | (6) | (6) | Common Stock | 734 | $37.375 | | |
| Phantom Stock (5) | 1-for-1 | 01/14/03 | M | | 56 | | (6) | (6) | Common Stock | 56 | $59.50 | 8,714.316 (7) | D |

Explanation of Responses: (1) The information in this report is based on a plan statement dated as of December 31, 2002. (2) The initial grant for 14,940 shares vested in four equal annual installments beginning on December 10, 1997. (3) The reporting person elected to defer receipt of 734 shares of common stock issuable upon exercise of his option, resulting in the accrual to his Deferred Compensation Plan account of 734 shares of phantom stock. (4) The initial grant for 15,600 shares vested in four equal annual installments beginning on December 9, 1998. (5) The reporting person elected to defer receipt of 56 shares of common stock issuable upon exercise of his option, resulting in the accrual to his Deferred Compensation Plan account of 56 shares of phantom stock. (6) These shares of phantom stock are payable in common stock of the issuer following termination of the reporting person's employment. (7) The shares of phantom stock reported in Table II, Column 9 of this Form 4 were acquired under the issuer's Deferred Compensation Plan. Prior Forms 4 reported these shares in Table I, as common stock.

By: /s/ Todd A. Mayman Attorney-in-Fact **Signature of Reporting Person January 16, 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.