0001123292-15-000886.txt : 20150612 0001123292-15-000886.hdr.sgml : 20150612 20150612164006 ACCESSION NUMBER: 0001123292-15-000886 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150612 FILED AS OF DATE: 20150612 DATE AS OF CHANGE: 20150612 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Gannett SpinCo, 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GANNETT CO INC /DE/ CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36874 FILM NUMBER: 15928936 BUSINESS ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 BUSINESS PHONE: 7038546000 MAIL ADDRESS: STREET 1: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107-0910 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2015-06-12 0 0001635718 Gannett SpinCo, Inc. GCI WI 0000039899 GANNETT CO INC /DE/ 7950 JONES BRANCH DRIVE MCLEAN VA 22107 0 0 1 0 Common Stock 100 D This Form 3 is being filed in connection with the SEC's declaration of effectiveness of the Registration Statement on Form 10 of Gannett SpinCo, Inc. ("SpinCo"), which describes the planned separation of SpinCo from Gannett Co., Inc. ("Parent"). Pursuant to SpinCo's Certificate of Incorporation (as amended), effective as of 11:59 p.m., EDT, on the date set by resolution of the Board of Directors of Parent as the record date for distribution of shares of SpinCo's Common Stock to holders of Parent common shares (such time, the "Effective Time"), the 100 shares of SpinCo's Common Stock held by Parent prior to the Effective Time shall, automatically by operation of law and without any further action on the part of SpinCo or Parent, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of SpinCo's Common Stock equal to the number of common shares, par value $1.00, of Parent, issued and outstanding as of the Effective Time, divided by one and ninety-seven one-hundredths (1.97). /s/ Todd A. Mayman, Sen. VP, General Counsel and Secretary of Gannett Co., Inc. 2015-06-12