0001214659-23-003475.txt : 20230302 0001214659-23-003475.hdr.sgml : 20230302 20230302201830 ACCESSION NUMBER: 0001214659-23-003475 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230228 FILED AS OF DATE: 20230302 DATE AS OF CHANGE: 20230302 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: McClelland Clifton A. III CENTRAL INDEX KEY: 0001646341 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-06961 FILM NUMBER: 23701322 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: TEGNA INC CENTRAL INDEX KEY: 0000039899 STANDARD INDUSTRIAL CLASSIFICATION: TELEVISION BROADCASTING STATIONS [4833] IRS NUMBER: 160442930 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 8350 BROAD STREET STREET 2: SUITE 2000 CITY: TYSONS STATE: VA ZIP: 22102-5151 BUSINESS PHONE: 7038736600 MAIL ADDRESS: STREET 1: 8350 BROAD STREET STREET 2: SUITE 2000 CITY: TYSONS STATE: VA ZIP: 22102-5151 FORMER COMPANY: FORMER CONFORMED NAME: GANNETT CO INC /DE/ DATE OF NAME CHANGE: 19920703 4 1 marketforms-59795.xml PRIMARY DOCUMENT X0306 4 2023-02-28 0000039899 TEGNA INC TGNA 0001646341 McClelland Clifton A. III C/O TEGNA INC. 8350 BROAD STREET, SUITE 2000 TYSONS VA 22102 false true false false SVP, Cntlr and Prin. Acc. Off. Common Stock 2023-02-28 4 M false 11170 A 84807 D Common Stock 2023-02-28 4 M false 2520 A 87327 D Common Stock 2023-02-28 4 M false 2899 A 90226 D Common Stock 2023-02-28 4 M false 3294 A 93520 D Common Stock 2023-02-28 4 M false 2729 A 96249 D Common Stock 2023-02-28 4 F false 10487 17.40 D 85762 D Common Stock 6471.57 I By 401(k) Plan 2020 Performance Shares 2023-02-28 4 M false 11170 0 D Common Stock 11170 0 D Restricted Stock Units 2023-02-28 4 M false 2520 0 D Common Stock 2520 0 D Restricted Stock Units 2023-02-28 4 M false 2899 0 D Common Stock 2899 2900 D Restricted Stock Units 2023-02-28 4 M false 3294 0 D Common Stock 3294 6589 D Restricted Stock Units 2023-02-28 4 M false 2729 0 D Common Stock 2729 8185 D Restricted Stock Units 2023-03-01 4 A false 14537 0 A Common Stock 14537 14537 D Each 2020 Performance Share and restricted stock unit represents a contingent right to receive one share of the underlying common stock. Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of 2020 Performance Shares and restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended, or the Issuer's 2020 Omnibus Incentive Compensation Plan, as applicable. The 2020 Performance Shares vested on February 28, 2023. The corresponding shares of the Issuer's common stock were delivered to the reporting person as to the vested shares on March 1, 2023. The restricted stock units vested as to 2,520 shares on February 28, 2023. The corresponding shares of the Issuer's common stock were delivered to the reporting person as to the vested shares on March 1, 2023. The restricted stock units vested as to 2,899 shares on February 28, 2023 and vest as to the remaining shares on February 29, 2024. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2023 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person on March 1, 2024. The restricted stock units vested as to 3,294 shares on February 28, 2023 and vest as to the remaining shares in two equal annual installments on each of February 29, 2024 and February 28, 2025. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2023 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in two equal annual installments beginning on March 1, 2024. The restricted stock units vested as to 2,729 shares on February 28, 2023 and vest as to the remaining shares in three equal annual installments on each of February 29, 2024, February 28, 2025 and February 28, 2026. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2023 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in three equal annual installments beginning on March 1, 2024. The restricted stock units vest in four equal annual installments on each of February 29, 2024, February 28, 2025, February 28, 2026 and February 28, 2027 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in four equal annual installments beginning on March 1, 2024. /s/ Akin S. Harrison, attorney-in-fact 2023-03-02