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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-12-31	Common Stock	M	12497	—	Acquired	49154	Direct
2019-12-31	Common Stock	M	3957	—	Acquired	53111	Direct
2019-12-31	Common Stock	M	3909	—	Acquired	57020	Direct
2019-12-31	Common Stock	F	9619	$16.69	Disposed	47401	Direct
2019-12-31	Common Stock	M	2717	—	Acquired	5429	Indirect
2019-12-31	Common Stock	M	891	—	Acquired	6320	Indirect
2019-12-31	Common Stock	F	1157	$16.69	Disposed	5163	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-12-31	Restricted Stock Units	$	M	12497	Disposed		Common Stock (12497)	Direct
2019-12-31	Restricted Stock Units	$	M	3957	Disposed		Common Stock (3957)	Direct
2019-12-31	Restricted Stock Units	$	M	3909	Disposed		Common Stock (3909)	Direct
2019-12-31	Restricted Stock Units	$	M	2717	Disposed		Common Stock (2717)	Indirect
2019-12-31	Restricted Stock Units	$	M	891	Disposed		Common Stock (891)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	6154.21	Indirect
Common Stock	1973.31	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 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.

F6: The restricted stock units vested in four equal annual installments beginning on December 31, 2016. The vested shares were delivered to the reporting person's spouse on December 31, 2019.

F7: 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's spouse 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's spouse on January 2, 2021.