TEGNA INC — Director's Dealing 2019

Jan 3, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2018-12-31

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	M	6954	—	Acquired	31106	Direct
2018-12-31	Common Stock	M	3957	—	Acquired	35063	Direct
2018-12-31	Common Stock	M	3909	—	Acquired	38972	Direct
2018-12-31	Common Stock	F	7039	$10.87	Disposed	31933	Direct
2018-12-31	Common Stock	M	1841	—	Acquired	1841	Indirect
2018-12-31	Common Stock	M	890	—	Acquired	2731	Indirect
2018-12-31	Common Stock	F	880	$10.87	Disposed	1851	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Restricted Stock Units	$	M	6954	Disposed	2018-12-31	Common Stock (6954)	Direct
2018-12-31	Restricted Stock Units	$	M	3957	Disposed		Common Stock (3957)	Direct
2018-12-31	Restricted Stock Units	$	M	3909	Disposed		Common Stock (3909)	Direct
2018-12-31	Restricted Stock Units	$	M	1841	Disposed	2018-12-31	Common Stock (1841)	Indirect
2018-12-31	Restricted Stock Units	$	M	890	Disposed		Common Stock (890)	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 underlying the grant (i) vested as to 25% of the grant on each of December 31, 2017 and December 31, 2018, and (ii) will vest as to the remaining restricted stock units in two equal annual installments on each of December 31, 2019 and December 31, 2020. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on each of January 2, 2018 and January 2, 2019, and (b) following vesting and unless delivered earlier following a change in control of the Issuer, will be delivered to the reporting person in two equal annual installments beginning on January 2, 2020.

F5: The restricted stock units underlying the grant (i) vested as to 25% of the grant on each of December 31, 2017 and December 31, 2018, and (ii) will vest as to the remaining restricted stock units in two equal annual installments on each of December 31, 2019 and December 31, 2020. 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 each of January 2, 2018 and January 2, 2019, and (b) following vesting and unless delivered earlier following a change in control of the Issuer, will be delivered to the reporting person's spouse in two equal annual installments beginning on January 2, 2020.