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TEGNA INC Director's Dealing 2012

May 17, 2012

31281_dirs_2012-05-17_22ee7c7d-65c4-4e54-907c-c231506a200c.zip

Director's Dealing

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SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2012-05-14

Reporting Person: Hart Michael A. (Vice President and Treasurer)

Holdings (Non-Derivative)

Security Shares Ownership
Common Stock 3295 Direct
Common Stock 5572.8 Indirect

Holdings (Derivative)

Security Exercise Price Expiration Underlying Shares Ownership
Phantom Stock $ Common Stock (4424.62) Direct
Restricted Stock Units $ 2012-12-12 Common Stock (3000) Direct
Restricted Stock Units $ 2013-12-11 Common Stock (3700) Direct
Restricted Stock Units $ 2014-12-10 Common Stock (6000) Direct
Restricted Stock Units $ 2015-12-31 Common Stock (5385) Direct
Employee Stock Option (Right to Buy) $70.21 2012-12-03 Common Stock (12000) Direct
Employee Stock Option (Right to Buy) $87.33 2013-12-12 Common Stock (11000) Direct
Employee Stock Option (Right to Buy) $80.90 2012-12-10 Common Stock (10500) Direct
Employee Stock Option (Right to Buy) $60.29 2013-12-09 Common Stock (7200) Direct
Employee Stock Option (Right to Buy) $59.96 2014-12-08 Common Stock (6000) Direct
Employee Stock Option (Right to Buy) $35.84 2015-12-07 Common Stock (3600) Direct
Employee Stock Option (Right to Buy) $7.53 2016-12-12 Common Stock (10000) Direct
Employee Stock Option (Right to Buy) $13.16 2017-12-11 Common Stock (11000) Direct
Employee Stock Option (Right to Buy) $15.69 2018-12-10 Common Stock (15000) Direct

Footnotes

F1: Each share of phantom stock is payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or as otherwise provided in the Issuer's Deferred Compensation Plan.

F2: Each share of phantom stock is the economic equivalent of one share of Gannett common stock.

F3: Each restricted stock unit represents a contingent right to receive on share of the underlying common stock.

F4: The option vested in four equal annual installments beginning on December 3, 2003.

F5: The option vested in four equal annual installments beginning on December 12, 2004.

F6: The option vested in four equal annual installments beginning on December 10, 2005.

F7: The option vested in four equal annual installments beginning on December 9, 2006.

F8: The option vested in four equal annual installments beginning on December 8, 2007.

F9: The option vested in four equal annual installments beginning on December 7, 2008.

F10: The option vested as to 7,500 shares in three equal annual installments beginning on December 12, 2009 and will vest as to the remaining 2,500 on December 12, 2012.

F11: The option vested as to 5,500 shares in two equal annual installments beginning on December 11, 2010 and will vest as to the remaining 5,500 in two equal annual installments beginning on December 11, 2012.

F12: The option vested as to 3,750 shares on December 10, 2011 and will vest as to the remaining 11,250 in three equal annual installments beginning on December 10, 2012.