Form Type: 4

SEC EDGAR Link
Accession Number:0001062993-22-008525
Date:2022-03-24
Issuer: GANNETT CO., INC. (GCI)
Original Submission Date:

Reporting Person:

REED MICHAEL
C/O GANNETT CO., INC.
7950 JONES BRANCH DRIVE MCLEAN, VA 22107

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
COMMON STOCK 2022-03-24 A 323,974 a $0.00 1,336,335 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
RESTRICTED STOCK UNITS 0.0 deemed execution date 0 ( ) 2023-12-31 common stock 2,000,000 $0.00 2,000,000 direct
Footnotes
IDfootnote
f1 this restricted stock award was issued in a transaction exempt under rule 16b-3 and will vest 33.3% on each of the first and second anniversary of the grant date and 33.4% on the third anniversary, subject to the reporting person's continued service as an employee through each vesting date and the terms of the award agreement.
f2 each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
f3 subject to the terms of the applicable award agreement, up to 1,000,000 shares of common stock underlying the performance-based restricted stock units will vest on december 31, 2022, and the remainder up to an aggregate of 2,000,000 shares will vest on december 31, 2023, upon the achievement of specified stock price goals (ranging from $4.00 per share to $10.00 per share, based on a 20 consecutive trading day average).
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