TEGNA INC — Director's Dealing 2017

Jan 4, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2016-12-31

Reporting Person: Mayman Todd A. (EVP, Chief Legal and Admin Off)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2016-12-31	Common Stock	M	18909	—	Acquired	75159	Direct
2016-12-31	Common Stock	F	9020	$21.39	Disposed	66139	Direct
2017-01-03	Common Stock	S	9889	$21.4639	Disposed	56250	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-12-31	Restricted Stock Units	$	M	18909	Disposed	2016-12-31	Common Stock (18909)	Direct
2017-01-01	Restricted Stock Units	$	A	15909	Acquired		Common Stock (15909)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	9877.05	Indirect

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

F2: Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.

F3: The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $21.35 to $21.70, 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.

F4: The restricted stock units vest in four equal annual installments beginning on December 31, 2017 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in four equal annual installments beginning on January 2, 2018.