TEGNA INC — Director's Dealing 2020

Mar 4, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2020-02-29

Reporting Person: McClelland Clifton A. III (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-29	Common Stock	M	2584	—	Acquired	51054	Direct
2020-02-29	Common Stock	M	2520	—	Acquired	53574	Direct
2020-02-29	Common Stock	F	1537	$14.32	Disposed	52037	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-29	Restricted Stock Units	$	M	2584	Disposed		Common Stock (2584)	Direct
2020-02-29	Restricted Stock Units	$	M	2520	Disposed		Common Stock (2520)	Direct
2020-03-01	Restricted Stock Units	$	A	11597	Acquired		Common Stock (11597)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	4094.54	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 restricted stock units vested as to 2,584 shares on February 29, 2020 and vest as to the remaining shares in two equal installments on each of 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, 2020 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 two equal annual installments beginning on March 1, 2021.

F4: The restricted stock units vested as to 2,520 shares on February 29, 2020 and vest as to the remaining shares in three equal annual installments on each of February 28, 2021, February 28, 2022, and February 28, 2023. 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, 2020 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, 2021.

F5: The restricted stock units vest in four equal annual installments on each of February 28, 2021, February 28, 2022, February 28, 2023, and February 29, 2024 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 four equal annual installments beginning on March 1, 2021.