Gannett (GCI) Form 4 Gannett / John Jeffry Louis 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^*

Louis John Jeffry

(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)
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		A		113,914	A	(1)(2)	113,914	D
Common Stock	11/19/2019		A		33,430	A	(1)	147,344	I	John Jeffry Louis Trust, UAD 2/1/84, Walter W. Bell, Trustee
Common Stock	11/19/2019		A		9,874	A	(1)	157,218	I	John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis
Common Stock	11/19/2019		A		3,479	A	(1)	160,697	I	John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill
Common Stock	11/19/2019		A		7,605	A	(1)	168,302	I	John J. Louis, Jr. Trust under the Will of John J. Louis fbo Kimberly C. Louis Stewart
Common Stock	11/19/2019		A		13,472	A	(1)	181,774	I	Marital Trust U/A John J. Louis, Jr. Trust

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
Phantom Stock	(3)	11/19/2019		A		126,043		(3)	(3)	Common Stock	126,043	$0	126,043	D

Explanation of Responses:

1. Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019 (the "Merger Agreement"), among New Media Investment Group Inc. (now known as Gannett Co., Inc.) (the "Company"), Gannett Co., Inc. (now known as Gannett Media Corp.) ("Old Gannett"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into Old Gannett on November 19, 2019, and each share of Old Gannett common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Company 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. Includes shares of Company common stock received in connection with the Merger in exchange for Old Gannett restricted shares and Old Gannett restricted stock units. Pursuant to the Merger Agreement, the vesting of each Old Gannett restricted share and each Old Gannett restricted stock unit held by a non-employee director of Old Gannett was accelerated. The holder of such awards became entitled to receive the Merger Consideration for each share of Old Gannett common stock held as a result of such acceleration.

3. Assumed by the Company in connection with the Merger. Formerly represented 87,994 shares of Old Gannett phantom stock with an economic equivalent of the same number of shares of Old Gannett common stock. Each share of phantom stock is the economic equivalent of one share of Company common stock. By their terms, the shares of phantom stock are payable in stock on various dates selected by the reporting person or as otherwise provided in the Old Gannett Deferred Compensation Plan.

Remarks:

After the merger described in footnote (1) above was completed, but before this Form 4 was filed, (1) the issuer changed its name to Gannett Co., Inc. and assumed the ticker symbol "GCI" for its shares of common stock, and (2) Old Gannett changed its name to Gannett Media Corp.

	/s/ John Jeffry Louis by Ivy Hernandez, Attorney-in-Fact	11/21/2019
	** Signature of Reporting Person	Date
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