0001123292-15-000968.txt : 20150626 0001123292-15-000968.hdr.sgml : 20150626 20150626160518 ACCESSION NUMBER: 0001123292-15-000968 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150616 FILED AS OF DATE: 20150626 DATE AS OF CHANGE: 20150626 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: GANNETT CO INC /DE/ CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711] IRS NUMBER: 160442930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1225 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McClelland Clifton A. III CENTRAL INDEX KEY: 0001646341 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06961 FILM NUMBER: 15955119 MAIL ADDRESS: STREET 1: C/O GANNETT CO., INC. STREET 2: 7950 JONES BRANCH DRIVE CITY: MCLEAN STATE: VA ZIP: 22107 3 1 edgar.xml PRIMARY DOCUMENT X0206 3 2015-06-16 0 0000039899 GANNETT CO INC /DE/ GCI 0001646341 McClelland Clifton A. III C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 0 1 0 0 VP, Controller, Prin. Acc. Off Common Stock 11091 D Common Stock 1068.12 I By 401(k) Plan Phantom Stock Common Stock 1035.2 D Restricted Stock Units 2015-12-31 2015-12-31 Common Stock 5677 D Restricted Stock Units 2016-12-31 2016-12-31 Common Stock 4606 D Restricted Stock Units 2017-12-31 2017-12-31 Common Stock 2756 D Restricted Stock Units Common Stock 2775 D Employee Stock Option (Right to Buy) 35.47 2015-12-07 Common Stock 1800 D Employee Stock Option (Right to Buy) 7.53 2016-12-12 Common Stock 1250 D Employee Stock Option (Right to Buy) 13.16 2017-12-11 Common Stock 5000 D Employee Stock Option (Right to Buy) 15.69 2018-12-10 Common Stock 5000 D Each share of phantom stock is 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 Issuer's Deferred Compensation Plan. Each share of phantom stock is the economic equivalent of one share of Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Gannett common stock. The restricted stock units 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. The option is fully vested. /s/ Akinyale S. Harrison, Attorney-in-Fact 2015-06-26 EX-24 2 mcclellandpoa.htm POWER OF ATTORNEY
POWER OF ATTORNEY

KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS TODD A. MAYMAN AND AKIN S. HARRISON, SIGNING SINGLY, THE UNDERSIGNED'S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:
(1)            execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Gannett Co., Inc. (the "Company"), Forms 3, 4, 5 and 144 in accordance with the Securities laws of the United States and the rules thereunder;
(2)            do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or other authority where such filing is required; and
(3)            take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted.  The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 24th day of June, 2015.
 
/s/ Clifton A. McClelland III
WITNESS:  /s/ Kerry Cadden
Signature
 
 
Clifton A. McClelland III
Kerry Cadden
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