Sec Form 4 Filing - Barton Kristopher @ Gannett Media Corp. - 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 Barton Kristopher 2. Issuer Name and Ticker or Trading Symbol Gannett Media Corp. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Product Officer (Last) (First) (Middle) 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 D 34,920 D 0 D Common Stock 11/19/2019 D 1,489 ( 2 ) D 0 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 ( 3 ) 11/19/2019 D 1,755 ( 4 ) ( 5 ) Common Stock 1,755 ( 4 ) 0 D Restricted Stock Units ( 3 ) 11/19/2019 D 4,607 ( 4 ) ( 6 ) Common Stock 4,607 ( 4 ) 0 D Restricted Stock Units ( 3 ) 11/19/2019 D 8,757 ( 4 ) ( 7 ) Common Stock 8,757 ( 4 ) 0 D Restricted Stock Units ( 3 ) 11/19/2019 D 19,178 ( 4 ) ( 8 ) Common Stock 19,178 ( 4 ) 0 D Restricted Stock Units ( 3 ) 11/19/2019 D 33,980 ( 4 ) ( 9 ) Common Stock 33,980 ( 4 ) 0 D Phantom Stock ( 10 ) 11/19/2019 D 2,080 ( 11 ) ( 10 ) Common Stock 2,080 ( 11 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Barton Kristopher GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN, VA22107 Chief Product Officer Signatures /s/ Elizabeth A. Allen, 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 Gannett Co., Inc. (now known as Gannett Media Corp.) (the "Company "), New Media Investment Group Inc. (now known as Gannett Co., Inc.) ("Parent"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into the Company on November 19, 2019, and each share of Company common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Parent 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 )Based upon information from the plan administrator as of November 18, 2019. ( 3 )Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock. ( 4 )Pursuant to the Merger Agreement, each restricted stock unit was converted into 1.43243 Parent restricted stock units, subject to the same vesting schedule as applied to the converted Company restricted stock units. ( 5 )By their terms, the restricted stock units were scheduled to vest on December 31, 2019. ( 6 )By their terms, the restricted stock units were scheduled to vest in two equal installments on December 31, 2019 and 2020. ( 7 )By their terms, the restricted stock units were scheduled to vest in two equal installments on January 1, 2020 and 2021. ( 8 )By their terms, the restricted stock units were scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022. ( 9 )By their terms, the restricted stock units were scheduled to vest on June 1, 2020. ( 10 )Each share of phantom stock is the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or as otherwise provided in the Company's Deferred Compensation Plan. ( 11 )As a result of the merger, and in accordance with the Company's Deferred Compensation Plan, the reporting person became entitled to receive the Merger Consideration in respect of each share of phantom stock.

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