Kevin Gentzel Form 3/A Gannett / Kevin Gentzel ownership change

SEC Form 3

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^*

Gentzel Kevin

(Last) (First) (Middle)

C.O GANNETT CO., INC.

7950 JONES BRANCH DRIVE

(Street)

MCLEAN VA 22107

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2019

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, USAT Net. Mar. Sol.

5. If Amendment, Date of Original Filed (Month/Day/Year)
01/29/2019

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 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	18,479	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Restricted Stock Units	(1)	12/31/2019	Common Stock	2,441	(2)	D
Restricted Stock Units	(3)	12/31/2020	Common Stock	9,828	(2)	D
Restricted Stock Units	(4)	01/01/2021	Common Stock	16,410	(2)	D
Restricted Stock Units	(5)	01/01/2022	Common Stock	35,350	(2)	D

Explanation of Responses:

1. These RSUs represent the unvested 25% portion of an award granted in 2016 and will vest in full on December 31, 2019.

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

3. These RSUs represent the unvested 50% portion of an award granted in 2017 and will vest in two equal annual installments on December 31, 2019 and December 31, 2020.

4. These RSUs represent the unvested 67% portion of an award granted in 2018 and will vest in two annual installments on January 1, 2020 and January 1, 2021.

5. These RSUs granted in 2019 will vest in three annual installments on January 1, 2020, January 1, 2021 and January 1, 2022.

Remarks:

This Form 3/A amends and restates in its entirety the Form 3 filed by the reporting person on January 29, 2019 and as subsequently amended.

	/s/ Elizabeth A. Allen	03/20/2019
	** 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).
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