TEGNA INC — Director's Dealing 2014

Jan 3, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2013-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-12-31	Common Stock	M	50000	$3.75	Acquired	137040	Direct
2013-12-31	Common Stock	S	27215	$29.6028	Disposed	109825	Direct
2013-12-31	Common Stock	G	79791	—	Disposed	30034	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-01-01	Restricted Stock Units	$	A	37750	Acquired	2017-12-31	Common Stock (37750)	Direct
2013-12-31	Employee Stock Option (Right to Buy)	$3.75	M	50000	Disposed	2017-02-24	Common Stock (50000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6681	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 $29.515 to $29.83, 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: Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

F4: The option is fully vested.