TEGNA INC — Director's Dealing 2015

Jun 26, 2015

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: GANNETT CO INC /DE/ (GCI)
CIK: 0000039899
Period of Report: 2015-06-16

Reporting Person: McClelland Clifton A. III (VP, Controller, Prin. Acc. Off)

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	11091	Direct
Common Stock	1068.12	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$		Common Stock (1035.2)		Direct
Restricted Stock Units	$	2015-12-31	Common Stock (5677)		Direct
Restricted Stock Units	$	2016-12-31	Common Stock (4606)		Direct
Restricted Stock Units	$	2017-12-31	Common Stock (2756)		Direct
Restricted Stock Units	$		Common Stock (2775)		Direct
Employee Stock Option (Right to Buy)	$35.47	2015-12-07	Common Stock (1800)		Direct
Employee Stock Option (Right to Buy)	$7.53	2016-12-12	Common Stock (1250)		Direct
Employee Stock Option (Right to Buy)	$13.16	2017-12-11	Common Stock (5000)		Direct
Employee Stock Option (Right to Buy)	$15.69	2018-12-10	Common Stock (5000)		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 one share of Gannett common stock.

F4: The restricted stock units vest in four equal annual installments beginning on December 31, 2015. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the Issuer, and December 31, 2018.

F5: The option is fully vested.