Amended Statement of Changes in Beneficial Ownership (4/a)
March 03 2020 - 4:49PM
Edgar (US Regulatory)
FORM 4
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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).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
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Louis John Jeffry |
2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc.
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GCI
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
C/O GANNETT CO., INC., 7950 JONES BRANCH DRIVE |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/19/2019 |
(Street)
MCLEAN, VA 22107
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/21/2019 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/19/2019 | | A | | 113914 | A | (1)(2) | 113914 | D | |
Common Stock | 11/19/2019 | | A | | 33430 | A | (1) | 147344 | I | John Jeffry Louis Trust, UAD 2/1/84, Walter W. Bell, Trustee |
Common Stock | 11/19/2019 | | A | | 9874 | A | (1) | 157218 | I | John Jeffry Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis |
Common Stock | 11/19/2019 | | A | | 3479 | A | (1) | 160697 | I | John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill |
Common Stock | 11/19/2019 | | A | | 7605 | A | (1) | 168302 | I | John J. Louis, Jr. Trust under the Will of John J. Louis fbo Kimberly C. Louis Stewart |
Common Stock | 11/19/2019 | | A | | 13472 | A | (1) | 181774 | I | Marital Trust U/A John J. Louis, Jr. Trust |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 | | 48470 | | (3) | (3) | Common Stock | 48470 | $0 | 48470 | 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 (the "Merger"), 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) | Pursuant to Old Gannett's 2015 Deferred Compensation Plan, in connection with the Merger, each Old Gannett phantom share representing the economic value of one share of Old Gannett common stock was converted into the right to receive $6.25 cash, which was reinvested in other funds pursuant to Old Gannett's 2015 Deferred Compensation Plan, and 0.5427 of a Company phantom share representing the economic value of the same number of shares of Company common stock. |
Remarks: This Form 4/A amends and restates the original Form 4 filed on November 21, 2019 (the "Original Form 4"). The Original Form 4 inadvertently reported that each Old Gannett phantom share representing the economic equivalent of a share of Old Gannett common stock was converted into the right to receive a share of Company phantom stock.
After the Merger 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. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Louis John Jeffry C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN, VA 22107 | X |
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Signatures
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/s/ John Jeffry Louis by Polly Sack, Attorney-in-Fact | | 3/3/2020 |
**Signature of Reporting Person | Date |
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