0001209191-19-057677.txt : 20191121
0001209191-19-057677.hdr.sgml : 20191121
20191121194032
ACCESSION NUMBER: 0001209191-19-057677
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20191119
FILED AS OF DATE: 20191121
DATE AS OF CHANGE: 20191121
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Louis John Jeffry
CENTRAL INDEX KEY: 0001379454
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36874
FILM NUMBER: 191238428
MAIL ADDRESS:
STREET 1: C/O GANNETT CO., INC.
STREET 2: 7950 JONES BRANCH DRIVE
CITY: MCLEAN
STATE: VA
ZIP: 22107
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Gannett Media Corp.
CENTRAL INDEX KEY: 0001635718
STANDARD INDUSTRIAL CLASSIFICATION: NEWSPAPERS: PUBLISHING OR PUBLISHING & PRINTING [2711]
IRS NUMBER: 472390983
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 7950 JONES BRANCH DRIVE
CITY: MCLEAN
STATE: VA
ZIP: 22107
BUSINESS PHONE: 703-854-6000
MAIL ADDRESS:
STREET 1: 7950 JONES BRANCH DRIVE
CITY: MCLEAN
STATE: VA
ZIP: 22107
FORMER COMPANY:
FORMER CONFORMED NAME: Gannett Co., Inc.
DATE OF NAME CHANGE: 20191118
FORMER COMPANY:
FORMER CONFORMED NAME: Gannett Media Corp.
DATE OF NAME CHANGE: 20191118
FORMER COMPANY:
FORMER CONFORMED NAME: Gannett Co., Inc.
DATE OF NAME CHANGE: 20150629
4
1
doc4.xml
FORM 4 SUBMISSION
X0306
4
2019-11-19
1
0001635718
Gannett Media Corp.
NONE
0001379454
Louis John Jeffry
C/O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN
VA
22107
1
0
0
0
Common Stock
2019-11-19
4
D
0
171684
D
0
D
Common Stock
2019-11-19
4
D
0
61600
D
0
I
John Jeffry Louis Trust, UAD 2/1/84, Walter W. Bell, Trustee
Common Stock
2019-11-19
4
D
0
18194
D
0
I
John J. Louis, Jr. Trust under the Will of John J. Louis fbo John Jeffry Louis
Common Stock
2019-11-19
4
D
0
6410
D
0
I
John J. Louis, Jr. Trust under the Will of John J. Louis fbo Tracy L. Merrill
Common Stock
2019-11-19
4
D
0
14013
D
0
I
John J. Louis, Jr. Trust under the Will of John J. Louis fbo Kimberly C. Louis Stewart
Common Stock
2019-11-19
4
D
0
24824
D
0
I
Marital Trust U/A John J. Louis, Jr. Trust
Restricted Stock Units
2019-11-19
4
D
0
13308
D
Common Stock
13308
0
D
Restricted Stock Units
2019-11-19
4
D
0
9897
D
Common Stock
9897
0
D
Restricted Stock Units
2019-11-19
4
D
0
15014
D
Common Stock
15014
0
D
Phantom Stock
2019-11-19
4
D
0
87994
D
Common Stock
87994
0
D
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, and 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").
Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock.
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.
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.
By their terms, the restricted stock units were scheduled to vest in four equal quarterly installments beginning on August 1, 2019.
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 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.
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.
/s/ Elizabeth A. Allen, Attorney-In-Fact
2019-11-21