TEGNA INC — Director's Dealing 2020

Jan 3, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: TEGNA INC (TGNA)
CIK: 0000039899
Period of Report: 2019-12-31

Reporting Person: Lougee David T (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	34471	—	Acquired	243083	Direct
2019-12-31	Common Stock	M	10685	—	Acquired	253768	Direct
2019-12-31	Common Stock	M	7273	—	Acquired	261041	Direct
2019-12-31	Common Stock	F	23041	$16.69	Disposed	238000	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Restricted Stock Units	$	M	34471	Disposed		Common Stock (34471)	Direct
2019-12-31	Restricted Stock Units	$	M	10685	Disposed		Common Stock (10685)	Direct
2019-12-31	Restricted Stock Units	$	M	7273	Disposed		Common Stock (7273)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	3908.49	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 21,744 restricted stock units representing a contingent right to receive 21,744 shares of common stock of the Issuer, but was adjusted to reflect a grant of 34,471 restricted stock units representing a contingent right to receive 34,471 shares of common stock of the Issuer following the completion of the previously-announced spin-off of the Issuer's automotive marketplace business on May 31, 2017.

F4: The restricted stock units vested in four equal annual installments beginning on December 31, 2016. The vested shares were delivered to the reporting person on December 31, 2019.

F5: The restricted stock units underlying the grant (i) vested as to 25% of the grant on each of December 31, 2017, December 31, 2018 and December 31, 2019, and (ii) will vest as to the remaining restricted stock units on 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, January 2, 2019 and January 2, 2020, and (b) following vesting and unless delivered earlier following a change in control of the Issuer, will be delivered to the reporting person on January 2, 2021.