TEGNA INC — Director's Dealing 2012

May 3, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2012-05-01

Reporting Person: MCFARLAND DUNCAN M (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-05-01	Phantom Stock	$	A	2000	Acquired		Common Stock (2000)	Direct

Footnotes

F1: Each share of phantom stock is the economic equivalent of one share of Gannett common stock.

F2: These shares of phantom stock vest in thirty-six equal monthly installments beginning on June 1, 2012 and are 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.