0001209191-19-057673.txt : 20191121
0001209191-19-057673.hdr.sgml : 20191121
20191121193814
ACCESSION NUMBER: 0001209191-19-057673
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: Gentzel Kevin
CENTRAL INDEX KEY: 0001766060
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36874
FILM NUMBER: 191238422
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 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
0001766060
Gentzel Kevin
C.O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN
VA
22107
0
1
0
0
President, USAT Net. Mar. Sol.
Common Stock
2019-11-19
4
D
0
18479
D
0
D
Restricted Stock Units
2019-11-19
4
D
0
2441
D
Common Stock
2441
0
D
Restricted Stock Units
2019-11-19
4
D
0
9828
D
Common Stock
9828
0
D
Restricted Stock Units
2019-11-19
4
D
0
16410
D
Common Stock
16410
0
D
Restricted Stock Units
2019-11-19
4
D
0
35350
D
Common Stock
35350
0
D
Restricted Stock Units
2019-11-19
4
D
0
24271
D
Common Stock
24271
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 converted into 1.43243 Parent restricted stock units, subject to the same vesting schedule as applied to the converted Company restricted stock units.
By their terms, the restricted stock units were scheduled to vest on December 31, 2019.
By their terms, the restricted stock units were scheduled to vest in two equal installments on December 31, 2019 and 2020.
By their terms, the restricted stock units were scheduled to vest in two equal installments on January 1, 2020 and 2021.
By their terms, the restricted stock units were scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022.
By their terms, the restricted stock units were scheduled to vest on June 1, 2020.
/s/ Elizabeth A. Allen, Attorney-in-Fact
2019-11-21