| Accession Number: | 0001062993-23-000302 |
| Date: | 2022-12-31 |
| Issuer: | GANNETT CO., INC. (GCI) |
| Original Submission Date: |
REED MICHAEL
C/O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN, VA 22107
| Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
|---|---|---|---|---|---|---|---|---|---|
| COMMON STOCK | 2022-12-31 | M | 1,000,000 | a | $0.00 | 2,836,335 | direct | ||
| COMMON STOCK | 2022-12-31 | F | 436,609 | d | $2.03 | 2,399,726 | direct |
| 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 Exercisable | Expiration 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 | 2022-12-31 | deemed execution date | M | 1,000,000 (d) | 2023-12-31 | common stock 1,000,000 | $0.00 | 1,000,000 | direct |
| ID | footnote |
|---|---|
| f1 | each restricted stock unit represents a contingent right to receive one share of the underlying common stock. |
| f2 | shares withheld to cover tax withholding obligations on the vesting of restricted stock units. |
| f3 | subject to the terms of the applicable award agreement, 1,000,000 shares of common stock underlying the performance-based restricted stock units vested 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). |
