TEGNA INC — Director's Dealing 2018

Jan 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2017-12-31

Reporting Person: Trelstad Lynn B. (EVP and COO - Media Operations)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-31	Common Stock	M	5663	—	Acquired	18900	Direct
2017-12-31	Common Stock	M	3957	—	Acquired	22857	Direct
2017-12-31	Common Stock	M	3909	—	Acquired	26766	Direct
2017-12-31	Common Stock	F	6888	$14.08	Disposed	19878	Direct
2017-12-31	Common Stock	A	6476	—	Acquired	26354	Direct
2017-12-31	Common Stock	F	3297	$14.08	Disposed	23057	Direct
2017-12-31	Common Stock	M	2454	—	Acquired	2454	Indirect
2017-12-31	Common Stock	M	890	—	Acquired	3344	Indirect
2017-12-31	Common Stock	F	1215	$14.08	Disposed	2129	Indirect
2017-12-31	Common Stock	A	1142	—	Acquired	3271	Indirect
2017-12-31	Common Stock	F	415	$14.08	Disposed	2856	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-31	Restricted Stock Units	$	M	5663	Disposed	2017-12-31	Common Stock (5663)	Direct
2017-12-31	Restricted Stock Units	$	M	3957	Disposed		Common Stock (3957)	Direct
2017-12-31	Restricted Stock Units	$	M	3909	Disposed		Common Stock (3909)	Direct
2017-12-31	Restricted Stock Units	$	M	2454	Disposed	2017-12-31	Common Stock (2454)	Indirect
2017-12-31	Restricted Stock Units	$	M	890	Disposed		Common Stock (890)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4303.68	Indirect
Common Stock	223.2	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: Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the acquisition of shares of common stock pursuant to the Issuer's Performance Share Plan on December 31, 2017.

F4: Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person's spouse pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.

F5: Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation upon the acquisition of shares of common stock pursuant to the Issuer's Performance Share Plan on December 31, 2017.

F6: The restricted stock units vest in four equal annual installments beginning on December 31, 2017 and, unless delivered earlier following 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.

F7: The restricted stock units vest in four equal annual installments beginning on December 31, 2017 and, unless delivered earlier following a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person's spouse in four equal annual installments beginning on January 2, 2018.