TEGNA INC — Director's Dealing 2017

Feb 28, 2017

144 1 d340877d144.htm 144 144

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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
DOCUMENT SEQUENCE NO.
CUSIP NUMBER
WORK LOCATION

ATTENTION: Transmit for filing 3 copies of this form concurrently with either placing an order with a broker to execute sale or executing a sale directly with a market maker.

1 (a) NAME OF ISSUER (Please type or print) TEGNA Inc. (“Issuer”) (b) IRS IDENT. NO. 16-0442930 (c) S.E.C. FILE NO. 1-6961

1 (d) ADDRESS OF ISSUER	CITY	STATE	ZIP CODE	(e) TELEPHONE NO.
				AREA CODE	NUMBER
7950 Jones Branch Drive	McLean	VA	22107	(703)	873-6600

2 (a) NAME OF PERSON FOR WHOSE ACCOUNT THE SECURITIES ARE TO BE SOLD John A. Williams (b) RELATIONSHIP TO ISSUER Officer (c) ADDRESS STREET c/o TEGNA Inc. 7950 Jones Branch Drive, CITY McLean, STATE VA ZIP CODE 22107

INSTRUCTION: The person filing this notice should contact the issuer to obtain the I.R.S. Identification Number and the S.E.C. File Number.

3 (a)	(b)	SEC USE ONLY	(c)	(d)	(e)	(f)	(g)
Title of the Class of Securities To Be Sold	Name and Address of Each Broker
Through Whom the Securities are to be Offered or Each Market Maker who is Acquiring the Securities	Broker-Dealer File Number	Number of Shares or Other Units To Be
Sold (See instr. 3(c))	Aggregate Market Value (See instr. 3(d))	Number of Shares or Other Units Outstanding (See instr.
3(e))	Approximate Date of Sale (See instr. 3(f)) (MO. DAY YR.)	Name of Each Securities Exchange (See instr. 3(g))
Common Stock, par value $1.00 per share (“Common Stock”)	Michael Brennan Wells Fargo Advisors, LLC 1300 I St
NW | Suite 1100W Washington DC 20005		3,340	$82,131	214,416,511	On or after February 28, 2017	NYSE

INSTRUCTIONS: — 1.	(a)	Name of issuer
	(b)	Issuer’s I.R.S. Identification Number
	(c)	Issuer’s S.E.C. file number, if any
	(d) (e)	Issuer’s address, including zip code Issuer’s telephone number, including area code
2.	(a)	Name of person for whose account the securities are to be sold
	(b)	Such person’s relationship to the issuer (e.g., officer, director, 10% stockholder, or member of immediate family of any of the foregoing)
	(c)	Such person’s address, including zip code

3.	Title of the class of securities to be sold
(b)	Name and address of each broker through whom the securities are intended to be sold
(c)	Number of shares or other units to be sold (if debt securities, give the aggregate face amount)
(d)	Aggregate market value of the securities to be sold as of a specified date within 10 days prior to the filing of this notice
(e)	Number of shares or other units of the class outstanding, or if debt securities the face amount thereof outstanding, as shown by
the most recent report or statement published by the issuer Approximate date on which the securities are to be sold
(f)
(g)	Name of each securities exchange, if any, on which the securities are intended to be sold

Potential persons who are to respond to the collection of information contained in this form are not

required to respond unless the form displays a currently valid OMB control number.

SEC 1147 (08-07)

TABLE I - SECURITIES TO BE SOLD

Furnish the following information with respect to the acquisition of the securities to be sold

and with respect to the payment of all or any part of the purchase price or other consideration therefor:

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired (If gift, also give date donor acquired)	Amount of Securities Acquired	Date of Payment	Nature of Payment
Common Stock	Various Dates between January 2004 and October 3, 2016	Exercise of Stock Options and Dividend Reinvestments Thereon	TEGNA Inc.	3,340	Various Dates between January 2004 and October 3, 2016	Cash and Shares

INSTRUCTIONS: If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

| TABLE II - SECURITIES SOLD DURING THE PAST 3 MONTHS Furnish the following information as to all securities of the issuer sold
during the past 3 months by the person for whose account the securities are to be sold. — Name and Address of Seller | Title of Securities Sold | Date of Sale | Amount of Securities Sold | Gross Proceeds |
| --- | --- | --- | --- | --- |
| John A.
Williams c/o TEGNA Inc. 7950
Jones Branch Drive McLean, VA 22107 | Common Stock | 1/03/2017 | 8,739 | $189,199 |

REMARKS:

| INSTRUCTIONS: See the definition of
“person” in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be
given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice. | ATTENTION: The person for whose
account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to
be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing this form and indicating the date that the plan was adopted or
the instruction given, that person makes such representation as of the plan adoption or instruction date. |
| --- | --- |
| February 28, 2017 DATE OF NOTICE | /s/ Akin S. Harrison,
Attorney-in-Fact By: Akin S. Harrison,
Attorney-in-Fact (SIGNATURE) |
| DATE OF PLAN ADOPTION OR GIVING OF
INSTRUCTION, IF RELYING ON RULE 10B5-1 | The notice shall be signed by the person for whose account the securities are to be sold. At least one copy of the notice shall be manually signed. Any copies not manually signed shall bear typed or printed
signatures. |

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

SEC 1147 (08-07)