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: McClelland Clifton A. III (SVP, Cntlr and Prin. Acc. Off.)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-31	Common Stock	M	2756	—	Acquired	27351	Direct
2017-12-31	Common Stock	M	1780	—	Acquired	29131	Direct
2017-12-31	Common Stock	F	1503	$14.08	Disposed	27628	Direct
2017-12-31	Common Stock	A	2031	—	Acquired	29659	Direct
2017-12-31	Common Stock	F	673	$14.08	Disposed	28986	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-12-31	Restricted Stock Units	$	M	2756	Disposed	2017-12-31	Common Stock (2756)	Direct
2017-12-31	Restricted Stock Units	$	M	1780	Disposed		Common Stock (1780)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2270.51	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: The grant of restricted stock units was previously reported as 4,493 restricted stock units representing a contingent right to receive 4,493 shares of common stock of the Issuer, but was adjusted to reflect a grant of 7,123 restricted stock units representing a contingent right to receive 7,123 shares of common stock of the Issuer following the completion of the previously-announced spin-off of the Issuer's digital automotive marketplace business on May 31, 2017.

F5: 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.