TEGNA INC — Director's Dealing 2019

Mar 4, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2019-02-28

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-02-28	Common Stock	M	7960	—	Acquired	40502	Direct
2019-02-28	Common Stock	F	3845	$13.17	Disposed	36657	Direct
2019-02-28	Common Stock	M	1107	—	Acquired	3074	Indirect
2019-02-28	Common Stock	F	362	$13.17	Disposed	2712	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-28	Restricted Stock Units	$	M	7960	Disposed		Common Stock (7960)	Direct
2019-02-28	Restricted Stock Units	$	M	1107	Disposed		Common Stock (1107)	Indirect
2019-03-01	Restricted Stock Units	$	A	31860	Acquired		Common Stock (31860)	Direct
2019-03-01	Restricted Stock Units	$	A	4800	Acquired		Common Stock (4800)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	5215.82	Indirect
Common Stock	1162.51	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 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.

F4: The restricted stock units vested as to 7,960 shares on February 28, 2019 and vest as to the remaining shares in three equal annual installments on each of February 29, 2020, February 28, 2021 and February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2019, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in three equal annual installments beginning on March 1, 2020.

F5: The restricted stock units vested as to 1,107 shares on February 28, 2019 and vest as to the remaining shares in three equal annual installments on each of February 29, 2020, February 28, 2021 and February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person's spouse as to the applicable vested shares on March 1, 2019, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person's spouse or a change in control of the Issuer, will be delivered to the reporting person's spouse in three equal annual installments beginning on March 1, 2020.

F6: The restricted stock units vest in four equal annual installments on each of February 29, 2020, February 28, 2021, February 28, 2022 and February 28, 2023 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 March 1, 2020.

F7: The restricted stock units vest in four equal annual installments on each of February 29, 2020, February 28, 2021, February 28, 2022 and February 28, 2023 and, unless delivered earlier following a termination of employment of the reporting person's spouse 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's spouse in four equal annual installments beginning on March 1, 2020.