Sec Form 4 Filing - Wadsworth Maribel P. @ Gannett Co., Inc. - 2018-12-31

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 Wadsworth Maribel P. 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) President, USAT Network (Last) (First) (Middle) C/O GANNETT CO., INC., 7950 JONES BRANCH DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 12/31/2018 (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 12/31/2018 M 7,153 A 21,302 D Common Stock 12/31/2018 F 2,030 D $ 8.53 19,272 D Common Stock 12/31/2018 M 6,720 A 25,992 D Common Stock 12/31/2018 F 1,907 D $ 8.53 24,085 D Common Stock 12/31/2018 M 2,034 A 26,119 D Common Stock 12/31/2018 F 613 D $ 8.53 25,506 D Common Stock 12/31/2018 M 4,276 A 29,782 D Common Stock 12/31/2018 F 1,288 D $ 8.53 28,494 D Common Stock 01/01/2019 M 7,986 A 36,480 D Common Stock 01/01/2019 F 2,828 D $ 8.53 33,652 D Common Stock 7,991.7 ( 2 ) 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 ( 1 ) 12/31/2018 M 7,153 12/31/2018 12/31/2018 Common Stock 7,153 $ 0 0 D Restricted Stock Units ( 1 ) 12/31/2018 M 6,720 12/31/2018 12/31/2018 Common Stock 6,720 $ 0 0 D Restricted Stock Units ( 1 ) 12/31/2018 M 2,034 ( 3 ) 12/31/2019 Common Stock 2,034 $ 0 0 D Restricted Stock Units ( 1 ) 12/31/2018 M 4,276 ( 4 ) 12/31/2020 Common Stock 4,276 $ 0 0 D Restricted Stock Units ( 1 ) 01/01/2019 M 7,986 ( 5 ) 01/01/2021 Common Stock 7,986 $ 0 0 D Restricted Stock Units ( 1 ) 01/01/2019 A 35,727 ( 6 ) 01/01/2022 Common Stock 35,727 $ 0 35,727 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wadsworth Maribel P. C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN, VA22107 President, USAT Network Signatures /s/ Elizabeth A. Allen, Attorney-in-Fact 01/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represents a contingent right to receive one share of the underlying Common Stock. ( 2 )Based upon information from the plan administrator as of December 27, 2018. ( 3 )Represents a portion of RSUs that vest in four equal annual installments beginning on December 31, 2016. ( 4 )Represents a portion of RSUs that vest in four equal annual installments beginning on December 31, 2017. ( 5 )Represents a portion of RSUs that vest in three equal annual installments beginning on January 1, 2019. ( 6 )These RSUs vest in three equal annual installments beginning on January 1, 2020.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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