| FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 01/01/2019 | 3. Issuer Name and Ticker or Trading Symbol TEGNA INC [ TGNA ] | |||||||||||||
| 4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Beneficially Owned | |||
|---|---|---|---|
| 1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
| Common Stock | 14,749 | D | |
| Common Stock | 886.18 | I | By 401(k) Plan |
| Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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| 1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
| Phantom Stock | (1) | (1) | Common Stock | 1,007.1231 | (2) | D | |
| Restricted Stock Units | (3) | (3) | Common Stock | 5,043 | (4) | D | |
| Restricted Stock Units | (5) | (5) | Common Stock | 3,117 | (4) | D | |
| Restricted Stock Units | (6) | (6) | Common Stock | 9,844 | (4) | D | |
| Explanation of Responses: |
| 1. Each share of phantom stock is payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or otherwise provided in the Issuer's Deferred Compensation Plan. |
| 2. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock. |
| 3. The restricted stock units (i) vested in three equal annual installments beginning on December 31, 2016, and (ii) will vest as to the remaining restricted stock units on December 31, 2019. Vested shares will be delivered to the reporting person upon the earliest to occur of the termination of employment of the reporting person, a change in control of the Issuer, and December 31, 2019. |
| 4. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock. |
| 5. The restricted stock units underlying the original grant (i) vested as to 25% of the grant on each of December 31, 2017 and December 31, 2018, and (ii) will vest as to the remaining restricted stock units in two equal annual installments on each of December 31, 2019 and December 31, 2020. The corresponding shares of the Issuer's common stock underlying the original grant of restricted stock units (a) were delivered to the reporting person as to the applicable vested shares on each of January 2, 2018 and January 2, 2019, and (b) following vesting and unless delivered earlier following a change in control of the Issuer, will be delivered to the reporting person with respect to the restricted stock units that will vest on each of December 31, 2019 and December 31, 2020 in two equal annual installments beginning on January 2, 2020. |
| 6. The restricted stock units vest in four equal annual installments on each of February 28, 2019, February 29, 2020, February 28, 2021 and February 28, 2022 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in four equal annual installments beginning on March 1, 2019. |
| Remarks: |
| /s/ Akin S. Harrison | 01/10/2019 | |
| ** 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 5 (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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||
