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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-12-31	Common Stock	M	3272	—	Acquired	34647	Direct
2018-12-31	Common Stock	M	1093	—	Acquired	35740	Direct
2018-12-31	Common Stock	M	1781	—	Acquired	37521	Direct
2018-12-31	Common Stock	F	1776	$10.87	Disposed	35745	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-31	Restricted Stock Units	$	M	3272	Disposed	2018-12-31	Common Stock (3272)	Direct
2018-12-31	Restricted Stock Units	$	M	1093	Disposed	2018-12-31	Common Stock (1093)	Direct
2018-12-31	Restricted Stock Units	$	M	1781	Disposed		Common Stock (1781)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3197.08	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: The grant of restricted stock units was previously reported as 2,775 restricted stock units representing a contingent right to receive 2,775 shares of common stock of the Issuer, but was adjusted to reflect a grant of 3,272 restricted stock units representing a contingent right to receive 3,272 shares of common stock of the Issuer following the completion of the previously-announced spin-off of the Issuer's publishing business on June 29, 2015.

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.