0001144204-15-040528.txt : 20150701 0001144204-15-040528.hdr.sgml : 20150701 20150701212958 ACCESSION NUMBER: 0001144204-15-040528 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150629 FILED AS OF DATE: 20150701 DATE AS OF CHANGE: 20150701 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gannett Co., Inc. CENTRAL INDEX KEY: 0001635718 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 472390983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1227 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 BUSINESS PHONE: 703-854-6000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 FORMER COMPANY: FORMER CONFORMED NAME: Gannett SpinCo, Inc. DATE OF NAME CHANGE: 20150305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Faure Walker Henry K. CENTRAL INDEX KEY: 0001646544 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36874 FILM NUMBER: 15967130 MAIL ADDRESS: STREET 1: C/O GANNETT CO., INC. STREET 2: 7950 JONES BRANCH DR. CITY: MCLEAN STATE: VA ZIP: 22107 4 1 v414649_form4.xml OWNERSHIP DOCUMENT X0306 4 2015-06-29 0 0001635718 Gannett Co., Inc. GCI 0001646544 Faure Walker Henry K. C/O GANNETT CO., INC. 7950 JONES BRANCH DR. MCLEAN VA 22107 0 1 0 0 CEO of Newsquest Media Group Restricted Stock Units 2015-06-29 4 A 0 0 0 A Common Stock 0 D Restricted Stock Units 2015-06-29 4 A 0 1281 0 A 2017-12-31 2017-12-31 Common Stock 1281 1281 D In connection with the spin-off of the Issuer from TEGNA Inc. on June 29, 2015, this outstanding and unvested time-vesting TEGNA restricted stock unit (RSU) award granted in 2015 was converted into an RSU award denominated in shares of the Issuer's common stock. The number of underlying shares will be adjusted (based in part on the volume weighted average per-share price of the Issuer's common stock during each of the first five full NYSE trading sessions commencing June 29, 2015) in a manner intended to preserve the aggregate intrinsic value of the original TEGNA RSU award. Once the number of shares of the Issuer's common stock underlying this RSU award has been determined, an amended Form 4 will be filed disclosing such information. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock. These RSUs vest in four equal annual installments beginning on December 31, 2015. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the issuer, and December 31, 2018. In connection with the spin-off, each outstanding time-vesting TEGNA RSU award granted prior to 2015 was converted into an RSU award in respect of both shares of TEGNA's common stock and the Issuer's common stock. The number of shares of the Issuer's common stock subject to the award was determined based on the number of the Issuer's shares distributed per TEGNA share in the spin-off. Each RSU represents a contingent right to receive one share of the Issuer's underlying common stock. /s/ Elizabeth A. Allen, Attorney-In-Fact 2015-07-01