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Sec Form 4 Filing - Harrison Akinyale S. @ TEGNA INC - 2021-02-28

  1. About Form 4 Filing: Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security. The initial filing is on Form 3 and changes are reported on Form 4. The Annual Statement of beneficial ownership of securities is on Form 5. The forms contain information on the reporting person's relationship to the company and on purchases and sales of such equity securities.
  2. Form 4 is stored in SEC's EDGAR database. EDGAR is Electronic Data Gathering, Analysis and Retrieval System. It is a registered trademark of the SEC.

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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 *
Harrison Akinyale S.
2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP, General Counsel and Sec.
(Last)
(First)
(Middle)
C/O TEGNA INC., 8350 BROAD STREET, SUITE 2000
3. Date of Earliest Transaction (MM/DD/YY)
02/28/2021
(Street)
TYSONS, VA22102
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 02/28/2021 M 2,461 A 30,054 D
Common Stock 02/28/2021 M 4,781 A 34,835 D
Common Stock 02/28/2021 M 6,504 A 41,339 D
Common Stock 02/28/2021 F( 2 ) 6,833 D $ 18.23 34,506 D
Common Stock 2,522.23 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 ) 02/28/2021 M 2,461 ( 3 ) ( 3 ) Common Stock 2,461 $ 0 2,461 D
Restricted Stock Units ( 1 ) 02/28/2021 M 4,781 ( 4 ) ( 4 ) Common Stock 4,781 $ 0 9,563 D
Restricted Stock Units ( 1 ) 02/28/2021 M 6,504 ( 5 ) ( 5 ) Common Stock 6,504 $ 0 19,515 D
Restricted Stock Units ( 1 ) 03/01/2021 A 21,371 ( 6 ) ( 6 ) Common Stock 21,371 $ 0 21,371 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Harrison Akinyale S.
C/O TEGNA INC.
8350 BROAD STREET, SUITE 2000
TYSONS, VA22102
SVP, General Counsel and Sec.
Signatures
/s/ Akin S. Harrison 03/02/2021
** 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 )Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.
( 3 )The restricted stock units vested as to 2,461 shares on February 28, 2021 and vest as to the remaining shares on February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2021 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person on March 1, 2022.
( 4 )The restricted stock units vested as to 4,781 shares on February 28, 2021 and vest as to the remaining shares in two equal annual installments on each of February 28, 2022 and February 28, 2023. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2021 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in two equal annual installments beginning on March 1, 2022.
( 5 )The restricted stock units vested as to 6,504 shares on February 28, 2021 and vest as to the remaining shares in three equal annual installments on each of February 28, 2022, February 28, 2023 and February 29, 2024. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2021 and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in three equal annual installments beginning on March 1, 2022.
( 6 )The restricted stock units vest in four equal annual installments on each of February 28, 2022, February 28, 2023, February 29, 2024 and February 28, 2025 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in four equal annual installments beginning on March 1, 2022.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.