Sec Form 4 Filing - ENGEL ALISON K @ Gannett Co., Inc. - 2019-11-19

FORM 4 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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person ENGEL ALISON K 2. Issuer Name and Ticker or Trading Symbol Gannett Co., Inc. [ GCI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O GANNETT CO., INC., 7950 JONES BRANCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2019 (Street) MCLEAN, VA22107 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 59,943 A 59,943 D Common Stock 11/19/2019 A 2,865 A 62,808 I By 401(k) Plan

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 Restricted Stock Units ( 2 ) 11/19/2019 A 7,647 ( 2 ) ( 2 ) Common Stock 7,647 $ 0 7,647 D Restricted Stock Units ( 3 ) 11/19/2019 A 31,319 ( 3 ) ( 3 ) Common Stock 31,319 $ 0 31,319 D Restricted Stock Units ( 4 ) 11/19/2019 A 36,745 ( 4 ) ( 4 ) Common Stock 36,745 $ 0 36,745 D Restricted Stock Units ( 5 ) 11/19/2019 A 86,531 ( 5 ) ( 5 ) Common Stock 86,531 $ 0 86,531 D Restricted Stock Units ( 6 ) 11/19/2019 A 204,733 ( 6 ) ( 6 ) Common Stock 204,733 $ 0 204,733 D Restricted Stock Units ( 7 ) 11/19/2019 A 56,351 ( 7 ) ( 7 ) Common Stock 56,351 $ 0 56,351 D Restricted Stock Units ( 8 ) 11/19/2019 A 64,899 ( 8 ) ( 8 ) Common Stock 64,899 $ 0 64,899 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ENGEL ALISON K C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN, VA22107 Chief Financial Officer Signatures /s/ Alison K. Engel by Ivy Hernandez, Attorney-in-Fact 11/21/2019 Signature of Reporting Person Date

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. ( 2 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 5,339 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on December 31, 2019. ( 3 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 21,865 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in two equal installments on December 31, 2019 and 2020. ( 4 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 25,653 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in two equal installments on January 1, 2020 and 2021. ( 5 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 60,410 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022. ( 6 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 142,930 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on December 31, 2019. ( 7 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 39,340 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on January 1, 2020. ( 8 )Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 45,308 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on January 1, 2021.

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.

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