Lawrence S Kramer Form 4 Gannett / LAWRENCE S KRAMER ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

KRAMER LAWRENCE S

(Last) (First) (Middle)

C/O GANNETT CO., INC.

7950 JONES BRANCH DRIVE

(Street)

MCLEAN VA 22107

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. [ GCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/31/2015		M		18,671	A	(1)	18,671	D
Common Stock	12/31/2015		M		5,994	A	(1)	24,665	D
Common Stock	12/31/2015		M		2,092	A	(1)	26,757	D
Common Stock	12/31/2015		M		4,280	A	(1)	31,037	D
Common Stock	12/31/2015		F		7,697	D	$16.29	23,340	D
Common Stock	12/31/2015		F		2,474	D	$16.29	20,866	D
Common Stock	12/31/2015		F		974	D	$16.29	19,892	D
Common Stock	12/31/2015		F		1,992	D	$16.29	17,900	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	12/31/2015		M			18,671	12/31/2015	12/31/2015	Common Stock	18,671	$0	0(2)	D
Restricted Stock Units	(1)	12/31/2015		M			5,994(3)	12/31/2015	12/31/2015	Common Stock	5,994	$0	0(3)	D
Restricted Stock Units	(1)	12/31/2015		M			2,092(3)	12/31/2015	12/31/2015	Common Stock	2,092	$0	0(3)	D
Restricted Stock Units	(1)	12/31/2015		M			4,280(3)	12/31/2015	12/31/2015	Common Stock	4,280	$0	0(3)	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of the underlying Common Stock.

2. Pursuant to an agreement and release to which the reporting person is a party, this RSU award was vested in full and settled for a like number of shares of Common Stock as of December 31, 2015.

3. Pursuant to an agreement and release to which the reporting person is a party, this RSU award was vested on a prorated basis. The vested portion was settled for a like number of shares of Common Stock as of December 31, 2015, and the unvested remainder of this RSU award was forfeited.

	/s/ Elizabeth A. Allen, Attorney-In-Fact	01/05/2016
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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