0001209191-19-057667.txt : 20191121 0001209191-19-057667.hdr.sgml : 20191121 20191121193448 ACCESSION NUMBER: 0001209191-19-057667 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20191119 FILED AS OF DATE: 20191121 DATE AS OF CHANGE: 20191121 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Coll Stephen W. CENTRAL INDEX KEY: 0001648761 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36874 FILM NUMBER: 191238409 MAIL ADDRESS: STREET 1: C/O GANNETT CO., INC. STREET 2: 7950 JONES BRANCH DR. CITY: MCLEAN STATE: VA ZIP: 22107 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gannett Media Corp. CENTRAL INDEX KEY: 0001635718 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 472390983 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 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 Co., Inc. DATE OF NAME CHANGE: 20191118 FORMER COMPANY: FORMER CONFORMED NAME: Gannett Media Corp. DATE OF NAME CHANGE: 20191118 FORMER COMPANY: FORMER CONFORMED NAME: Gannett Co., Inc. DATE OF NAME CHANGE: 20150629 4 1 doc4.xml FORM 4 SUBMISSION X0306 4 2019-11-19 1 0001635718 Gannett Media Corp. NONE 0001648761 Coll Stephen W. C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 1 0 0 0 Common Stock 2019-11-19 4 D 0 16466 D 0 D Restricted Stock Units 2019-11-19 4 D 0 9346 D Common Stock 9346 0 D Restricted Stock Units 2019-11-19 4 D 0 9897 D Common Stock 9897 0 D Phantom Stock 2019-11-19 4 D 0 1688 D Common Stock 1688 0 D Phantom Stock 2019-11-19 4 D 0 25817 D Common Stock 25817 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019 (the "Merger Agreement"), among Gannett Co., Inc. (now known as Gannett Media Corp.) (the "Company "), New Media Investment Group Inc. (now known as Gannett Co., Inc.) ("Parent"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into the Company on November 19, 2019, and each share of Company common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Parent 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"). Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock. Pursuant to the Merger Agreement, each restricted stock unit was accelerated, and the holder became entitled to receive the Merger Consideration for each share of the Company's common stock held as a result of such acceleration. The restricted stock units were fully vested and by their terms they would have settled in shares in connection with the director's departure from the board of directors. Each share of phantom stock is the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or as otherwise provided in the Company's Deferred Compensation Plan. As a result of the merger, and in accordance with the Company's Deferred Compensation Plan, the reporting person became entitled to receive the Merger Consideration in respect of each share of phantom stock. Each share of phantom stock was the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were payable in stock as provided in the Company's Deferred Compensation Plan. Pursuant to the Merger Agreement, each share of phantom stock was converted into the right to receive 1.43243 shares of New Media phantom stock, each being the economic equivalent of one share of Parent common stock, having a market value of $6.25 per share on the effective date of the merger. /s/ Elizabeth A. Allen, Attorney-in-Fact 2019-11-21