X0306 4 2019-11-19 1 0001635718 Gannett Media Corp. NONE 0001543545 Barton Kristopher GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 0 1 0 0 Chief Product Officer Common Stock 2019-11-19 4 D 0 34920 D 0 D Common Stock 2019-11-19 4 D 0 1489 D 0 I By 401(k) Plan Restricted Stock Units 2019-11-19 4 D 0 1755 D Common Stock 1755 0 D Restricted Stock Units 2019-11-19 4 D 0 4607 D Common Stock 4607 0 D Restricted Stock Units 2019-11-19 4 D 0 8757 D Common Stock 8757 0 D Restricted Stock Units 2019-11-19 4 D 0 19178 D Common Stock 19178 0 D Restricted Stock Units 2019-11-19 4 D 0 33980 D Common Stock 33980 0 D Phantom Stock 2019-11-19 4 D 0 2080 D Common Stock 2080 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"). Based upon information from the plan administrator as of November 18, 2019. 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 converted into 1.43243 Parent restricted stock units, subject to the same vesting schedule as applied to the converted Company restricted stock units. By their terms, the restricted stock units were scheduled to vest on December 31, 2019. By their terms, the restricted stock units were scheduled to vest in two equal installments on December 31, 2019 and 2020. By their terms, the restricted stock units were scheduled to vest in two equal installments on January 1, 2020 and 2021. By their terms, the restricted stock units were scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022. By their terms, the restricted stock units were scheduled to vest on June 1, 2020. Each share of phantom stock is 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