Michael Reed - Mar 24, 2023 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: Mar 24, 2023
Transactions value $: -$100,787
Form type: 4
Date filed: 3/27/2023, 04:35 PM
Previous filing: Jan 4, 2023
Next filing: Aug 14, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	GCI	Common Stock	Tax liability	-$101K	-55.1K	-2.3%	$1.83	2.34M	Mar 24, 2023	Direct	F1
transaction	GCI	Common Stock	Award	$0	+820K	+34.96%	$0.00	3.16M	Mar 24, 2023	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
holding	GCI	Restricted Stock Units						1M	Mar 24, 2023	Common Stock	1M	$0.00	Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Shares withheld to cover tax withholding obligations on the vesting of restricted stock.
F2	This restricted stock award was issued in a transaction exempt under Rule 16b-3 and will vest one-third on each of the first three anniversaries of the grant date, subject to the reporting person's continued service as an employee through each vesting date and the terms of the award agreement.
F3	Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
F4	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).