Michael Reed - 31 Dec 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
Issuer symbol: GCI
Transactions as of: 31 Dec 2022
Net transactions value: -$886,316
Form type: 4
Filing time: 04 Jan 2023, 15:32:00 UTC
Previous filing: 08 Aug 2022
Next filing: 27 Mar 2023
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GCI	Common Stock	Options Exercise	$0	+1,000,000	+54%	$0.000000	2,836,335	31 Dec 2022	Direct	F1
transaction	GCI	Common Stock	Tax liability	$886,316	-436,609	-15%	$2.03	2,399,726	31 Dec 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	-1,000,000	-50%	$0.000000	1,000,000	31 Dec 2022	Common Stock	1,000,000	$0.000000	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).