Sec Form 3 Filing - Sack Polly Grunfeld @ Gannett Co., Inc. - 2019-11-19

FORM 3 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 Sack Polly Grunfeld 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) General Counsel (Last) (First) (Middle) 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 41,193 ( 1 ) D

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 Common Stock Warrants (Right to Buy) $ 46.35 11/26/2013 11/26/2023 Common Stock 1,020 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Sack Polly Grunfeld 7950 JONES BRANCH DRIVE MCLEAN, VA22107 General Counsel Signatures /s/ Polly Grunfeld Sack 11/26/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes (i) 11,770 shares of common stock held directly and (ii) the unvested portion of restricted common stock grants made on 2/20/17, 2/26/18 and 2/19/19. The grants of restricted common stock vest as follows: 6,099 shares vesting on 2/19/20, 2,944 shares vesting on 2/20/20, 4,076 shares vesting on 2/26/20, 6,099 shares vesting on 2/19/21, 4,088 shares vesting on 2/26/21 and 6,117 shares vesting on 2/19/22.

Remarks: On November 19, 2019, pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019, among New Media Investment Group Inc. (now known as Gannett Co., Inc.) ("Gannett"), 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 (the "Merger"). This report reflects the beneficial ownership of the reporting person immediately prior to the consummation of the Merger and does not include the securities of Gannett acquired by the reporting person upon the consummation of the Merger. The reporting person will file a Form 4 reporting the acquisition of Gannett securities in connection with the consummation of the Merger, if any.

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 4(b)(v).

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