X0306 4 2019-11-19 1 0001635718 Gannett Media Corp. NONE 0001646564 Sandler Debra A. C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 1 0 0 0 Common Stock 2019-11-19 4 D 0 28737 D 0 D Restricted Stock Units 2019-11-19 4 D 0 10410 D Common Stock 10410 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 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. /s/ Elizabeth A. Allen, Attorney-In-Fact 2019-11-21