TEGNA INC — Director's Dealing 2012

Dec 11, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2012-12-07

Reporting Person: MARTORE GRACIA C (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-12-07	Common Stock	M	19210	$3.75	Acquired	49244	Direct
2012-12-07	Common Stock	S	9599	$18.00	Disposed	39645	Direct
2012-12-10	Common Stock	M	130790	$3.75	Acquired	170435	Direct
2012-12-10	Common Stock	S	65500	$17.7303	Disposed	104935	Direct
2012-12-10	Common Stock	G	74901	—	Disposed	30034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-12-07	Employee Stock Option (Right to Buy)	$3.75	M	19210	Disposed	2017-02-24	Common Stock (19210)	Direct
2012-12-10	Employee Stock Option (Right to Buy)	$3.75	M	130790	Disposed	2017-02-24	Common Stock (130790)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6068	Indirect

Footnotes

F1: The reporting person sold only the shares needed to pay the option price and taxes. The remaining shares were gifted to a family trust for estate planning purposes.

F2: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.56 to $17.87, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

F3: The option is vested with respect to 150,000 shares and vests with respect to the remaining shares on February 25, 2013.