Lawrence S Kramer Form 4 Gannett Media / 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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X

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 Media Corp. [ NONE ]

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)
11/19/2019

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	11/19/2019		D		56,827	D	(1)	0	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	(2)	11/19/2019		D			10,410	(3)	(4)	Common Stock	10,410	(3)	0	D
Restricted Stock Units	(2)	11/19/2019		D			9,897	(3)	(4)	Common Stock	9,897	(3)	0	D
Phantom Stock	(5)	11/19/2019		D			1,688	(6)	(5)	Common Stock	1,688	(6)	0	D
Phantom Stock	(7)	11/19/2019		D			25,817	(8)	(7)	Common Stock	25,817	(8)	0	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019 (the "Merger Agreement"), among Gannett Co., Inc. (now known as Gannett Media Corp.) (the "Company "), New Media Investment Group Inc. (now known as Gannett Co., Inc.) ("Parent"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into the Company on November 19, 2019, and each share of Company common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Parent common stock having a market value of $6.28 per share on the effective date of the merger, plus cash in lieu of any fractional shares (collectively, the "Merger Consideration").

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

3. Pursuant to the Merger Agreement, each restricted stock unit was accelerated, and the holder became entitled to receive the Merger Consideration for each share of the Company's common stock held as a result of such acceleration.

4. The restricted stock units were fully vested and by their terms they would have settled in shares in connection with the director's departure from the board of directors.

5. Each share of phantom stock is the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were 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 Company's Deferred Compensation Plan.

6. As a result of the merger, and in accordance with the Company's Deferred Compensation Plan, the reporting person became entitled to receive the Merger Consideration in respect of each share of phantom stock.

7. Each share of phantom stock was the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were payable in stock as provided in the Company's Deferred Compensation Plan.

8. Pursuant to the Merger Agreement, each share of phantom stock was converted into the right to receive 1.43243 shares of New Media phantom stock, each being the economic equivalent of one share of Parent common stock, having a market value of $6.25 per share on the effective date of the merger.

Remarks:

	/s/ Elizabeth A. Allen, Attorney-in-Fact	11/21/2019
	** Signature of Reporting Person	Date
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