X0306 4/A 2019-11-19 2019-11-21 0001579684 Gannett Co., Inc. GCI 0001646704 WALL BARBARA W. C/O GANNETT CO., INC. 7950 JONES BRANCH DRIVE MCLEAN VA 22107 true Common Stock 2019-11-19 4 A 0 24894 A 24894 D Common Stock 2019-11-19 4 A 0 1895 A 1895 I By 401(k) Plan Restricted Stock Units 2019-11-19 4 A 0 5099 0 A Common Stock 5099 5099 D Restricted Stock Units 2019-11-19 4 A 0 20948 0 A Common Stock 20948 20948 D Restricted Stock Units 2019-11-19 4 A 0 24388 0 A Common Stock 24388 24388 D Restricted Stock Units 2019-11-19 4 A 0 55534 0 A Common Stock 55534 55534 D Restricted Stock Units 2019-11-19 4 A 0 110603 0 A Common Stock 110603 110603 D Restricted Stock Units 2019-11-19 4 A 0 37401 0 A Common Stock 37401 37401 D Restricted Stock Units 2019-11-19 4 A 0 41651 0 A Common Stock 41651 41651 D Phantom Stock 2019-11-19 4 A 0 1055 0 A Common Stock 1055 1055 D Pursuant to the Agreement and Plan of Merger, dated as of August 5, 2019 (the "Merger Agreement"), among New Media Investment Group Inc. (now known as Gannett Co., Inc.) (the "Company"), Gannett Co., Inc. (now known as Gannett Media Corp.) ("Old Gannett"), Arctic Holdings LLC (now known as Gannett Holdings LLC) and Arctic Acquisition Corp. ("Merger Sub"), Merger Sub was merged with and into Old Gannett on November 19, 2019 (the "Merger"), and each share of Old Gannett common stock was converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Company 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. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 3,560 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on December 31, 2019. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 14,624 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in two equal installments on December 31, 2019 and 2020. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 17,026 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in two equal installments on January 1, 2020 and 2021. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett time-based restricted stock units for 38,770 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 77,215 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on December 31, 2019. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 26,111 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on January 1, 2020. Assumed by the Company in connection with the Merger. Formerly represented unvested Old Gannett performance-based restricted stock units for 29,078 shares of Old Gannett common stock. Each restricted stock unit represents a contingent right to receive one share of Company common stock. By their terms, the restricted stock units are scheduled to vest on January 1, 2021. Pursuant to Old Gannett's 2015 Deferred Compensation Plan, in connection with the Merger, each Old Gannett phantom share representing the economic value of one share of Old Gannett common stock was converted into the right to receive $6.25 cash, which was reinvested in other funds pursuant to Old Gannett's 2015 Deferred Compensation Plan, and 0.5427 of a Company phantom share representing the economic value of the same number of shares of Company common stock. This Form 4/A amends and restates the original Form 4 filed on November 21, 2019 (the "Original Form 4"). The Original Form 4 inadvertently reported that Old Gannett phantom shares representing the economic equivalent of the same number of shares of Old Gannett common stock were converted into the right to receive $6.25 in cash, without interest, and 0.5427 of a share of Company common stock. Additionally, this Form 4/A reflects the number of shares of Company common stock indirectly held in a Company-sponsored 401(k) savings plan by the reporting person based on the closing stock price of $6.70 on November 20, 2019, which is the nearest available closing stock price following the Merger. This Form 4/A is also deemed to adjust, accordingly, the reported balance on the Form 4 filed by the reporting person on January 3, 2020. After the Merger was completed, but before this Form 4 was filed, (1) the issuer changed its name to Gannett Co., Inc. and assumed the ticker symbol "GCI" for its shares of common stock, and (2) Old Gannett changed its name to Gannett Media Corp. /s/ Barbara W. Wall by Polly Sack, Attorney-in-Fact 2020-03-03