Sec Form 4 Filing - Felsinger Donald E @ 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 Felsinger Donald E 2. Issuer Name and Ticker or Trading Symbol Gannett Media Corp. [ NONE] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (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

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 ) 11/19/2019 D 6,607 ( 2 ) ( 3 ) Common Stock 6,607 ( 2 ) 0 D Restricted Stock Units ( 1 ) 11/19/2019 D 9,897 ( 2 ) ( 3 ) Common Stock 9,897 ( 2 ) 0 D Phantom Stock ( 4 ) 11/19/2019 D 51,652 ( 5 ) ( 4 ) Common Stock 51,652 ( 5 ) 0 D Phantom Stock ( 6 ) 11/19/2019 D 41,193 ( 7 ) ( 6 ) Common Stock 41,193 ( 7 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Felsinger Donald E C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN, VA22107 X Signatures /s/ Elizabeth A. Allen, Attorney-in-Fact 11/21/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock. ( 2 )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,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"). Pursuant to the Merger Agreement, each restricted stock unit was accelerated, and the holder became entitled to receive the Merger Consideration for each share of the Company's common stock held as a result of such acceleration. ( 3 )The restricted stock units were fully vested and by their terms they would have settled in shares in connection with the director's departure from the board of directors. ( 4 )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. ( 5 )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. ( 6 )Each share of phantom stock was the economic equivalent of one share of the Company's common stock. By their terms, the shares of phantom stock were payable in stock as provided in the Company's Deferred Compensation Plan. ( 7 )Pursuant to the Merger Agreement, each share of phantom stock was converted into the right to receive 1.43243 shares of New Media phantom stock, each being the economic equivalent of one share of Parent common stock, having a market value of $6.25 per share on the effective date of the merger.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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