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