0001144204-15-040535.txt : 20150701
0001144204-15-040535.hdr.sgml : 20150701
20150701213236
ACCESSION NUMBER: 0001144204-15-040535
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: Zidich John M.
CENTRAL INDEX KEY: 0001646569
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36874
FILM NUMBER: 15967139
MAIL ADDRESS:
STREET 1: C/O GANNETT CO., INC.
STREET 2: 7950 JONES BRANCH DR.
CITY: MCLEAN
STATE: VA
ZIP: 22107
4
1
v414631_form4.xml
FORM 4
X0306
4
2015-06-29
0
0001635718
Gannett Co., Inc.
GCI
0001646569
Zidich John M.
C/O GANNETT CO., INC.
7950 JONES BRANCH DR.
MCLEAN
VA
22107
0
1
0
0
See Remarks
Employee Stock Option (Right to Buy)
2015-06-29
4
A
0
0
0
A
2015-12-07
Common Stock
0
D
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
4637
0
A
2015-12-31
2015-12-31
Common Stock
4637
4637
D
Restricted Stock Units
2015-06-29
4
A
0
2829
0
A
2016-12-31
2016-12-31
Common Stock
2829
2829
D
Restricted Stock Units
2015-06-29
4
A
0
2341
0
A
2017-12-31
2017-12-31
Common Stock
2341
2341
D
In connection with the spin-off of the Issuer from TEGNA Inc. on June 29, 2015, each outstanding TEGNA stock option award was converted into an award of options to purchase both shares of TEGNA's common stock and shares of the Issuer's common stock. The number of shares and exercise prices of each option award 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 stock option. Once the exercise price and number of underlying shares has been determined in respect of each grant, an amended Form 4 will be filed disclosing such information.
The option has vested as to all shares subject to the grant.
In connection with the spin-off, 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.
President/U.S. Domestic Publishing.
/s/ Elizabeth A. Allen, Attorney-In-Fact
2015-07-01