0001140361-20-004675.txt : 20200303 0001140361-20-004675.hdr.sgml : 20200303 20200303164751 ACCESSION NUMBER: 0001140361-20-004675 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191119 FILED AS OF DATE: 20200303 DATE AS OF CHANGE: 20200303 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Louis John Jeffry CENTRAL INDEX KEY: 0001379454 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36097 FILM NUMBER: 20683179 MAIL ADDRESS: STREET 1: C/O GANNETT CO., INC. STREET 2: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gannett Co., Inc. CENTRAL INDEX KEY: 0001579684 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 BUSINESS PHONE: (212) 479-3160 MAIL ADDRESS: STREET 1: 1345 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10105 FORMER COMPANY: FORMER CONFORMED NAME: New Media Investment Group Inc. DATE OF NAME CHANGE: 20191118 FORMER COMPANY: FORMER CONFORMED NAME: Gannett Co., Inc. DATE OF NAME CHANGE: 20191118 FORMER COMPANY: FORMER CONFORMED NAME: New Media Investment Group Inc. DATE OF NAME CHANGE: 20130619 4/A 1 form4.xml FORM 4/A X0306 4/A 2019-11-19 2019-11-21 0001579684 Gannett Co., Inc. GCI 0001379454 Louis John Jeffry C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 true Common Stock 2019-11-19 4 A 0 113914 A 113914 D Common Stock 2019-11-19 4 A 0 33430 A 147344 I John Jeffry Louis Trust, UAD 2/1/84, Walter W. Bell, Trustee Common Stock 2019-11-19 4 A 0 9874 A 157218 I John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis Common Stock 2019-11-19 4 A 0 3479 A 160697 I John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill Common Stock 2019-11-19 4 A 0 7605 A 168302 I John J. Louis, Jr. Trust under the Will of John J. Louis fbo Kimberly C. Louis Stewart Common Stock 2019-11-19 4 A 0 13472 A 181774 I Marital Trust U/A John J. Louis, Jr. Trust Phantom Stock 2019-11-19 4 A 0 48470 0 A Common Stock 48470 48470 D Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019 (the "Merger Agreement"), among New Media Investment Group Inc. (now known as Gannett Co., Inc.) (the "Company"), Gannett Co., Inc. (now known as Gannett Media Corp.) ("Old Gannett"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into Old Gannett on November 19, 2019 (the "Merger"), and each share of Old Gannett common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Company common stock having a market value of $6.28 per share on the effective date of the Merger, plus cash in lieu of any fractional shares (collectively, the "Merger Consideration"). Includes shares of Company common stock received in connection with the Merger in exchange for Old Gannett restricted shares and Old Gannett restricted stock units. Pursuant to the Merger Agreement, the vesting of each Old Gannett restricted share and each Old Gannett restricted stock unit held by a non-employee director of Old Gannett was accelerated. The holder of such awards became entitled to receive the Merger Consideration for each share of Old Gannett common stock held as a result of such acceleration. Pursuant to Old Gannett's 2015 Deferred Compensation Plan, in connection with the Merger, each Old Gannett phantom share representing the economic value of one share of Old Gannett common stock was converted into the right to receive $6.25 cash, which was reinvested in other funds pursuant to Old Gannett's 2015 Deferred Compensation Plan, and 0.5427 of a Company phantom share representing the economic value of the same number of shares of Company common stock. This Form 4/A amends and restates the original Form 4 filed on November 21, 2019 (the "Original Form 4"). The Original Form 4 inadvertently reported that each Old Gannett phantom share representing the economic equivalent of a share of Old Gannett common stock was converted into the right to receive a share of Company phantom stock. After the Merger was completed, but before this Form 4 was filed, (1) the issuer changed its name to Gannett Co., Inc. and assumed the ticker symbol "GCI" for its shares of common stock, and (2) Old Gannett changed its name to Gannett Media Corp. /s/ John Jeffry Louis by Polly Sack, Attorney-in-Fact 2020-03-03