Michael Reed - Dec 31, 2022 Form 4 Insider Report for Gannett Co., Inc. (GCI)

Role: Chief Executive Officer, Director
Signature: /s/ Polly Grunfeld Sack, Attorney-in-Fact for Michael Reed
Stock symbol: GCI
Transactions as of: Dec 31, 2022
Transactions value $: -$886,316
Form type: 4
Date filed: 1/4/2023, 03:32 PM
Previous filing: Aug 8, 2022
Next filing: Mar 27, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GCI	Common Stock	Options Exercise	$0	+1M	+54.46%	$0.00	2.84M	Dec 31, 2022	Direct	F1
transaction	GCI	Common Stock	Tax liability	-$886K	-437K	-15.39%	$2.03	2.4M	Dec 31, 2022	Direct	F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	GCI	Restricted Stock Units	Options Exercise	$0	-1M	-50%	$0.00	1M	Dec 31, 2022	Common Stock	1M	$0.00	Direct	F1, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
F2	Shares withheld to cover tax withholding obligations on the vesting of restricted stock units.
F3	Subject to the terms of the applicable award agreement, 1,000,000 shares of common stock underlying the performance-based restricted stock units vested on December 31, 2022, and the remainder up to an aggregate of 2,000,000 shares will vest on December 31, 2023, upon the achievement of specified stock price goals (ranging from $4.00 per share to $10.00 per share, based on a 20 consecutive trading day average).