4//SEC Filing
Barton Kristopher 4
Accession 0001209191-19-057663
CIK 0001635718other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 7:31 PM ET
Size
22.2 KB
Accession
0001209191-19-057663
Insider Transaction Report
Form 4
Barton Kristopher
Chief Product Officer
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-11-19−33,980→ 0 total→ Common Stock (33,980 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−1,755→ 0 total→ Common Stock (1,755 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−4,607→ 0 total→ Common Stock (4,607 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−8,757→ 0 total→ Common Stock (8,757 underlying) - Disposition to Issuer
Common Stock
2019-11-19−34,920→ 0 total - Disposition to Issuer
Common Stock
2019-11-19−1,489→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Restricted Stock Units
2019-11-19−19,178→ 0 total→ Common Stock (19,178 underlying) - Disposition to Issuer
Phantom Stock
2019-11-19−2,080→ 0 total→ Common Stock (2,080 underlying)
Footnotes (11)
- [F1]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").
- [F10]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.
- [F11]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.
- [F2]Based upon information from the plan administrator as of November 18, 2019.
- [F3]Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock.
- [F4]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.
- [F5]By their terms, the restricted stock units were scheduled to vest on December 31, 2019.
- [F6]By their terms, the restricted stock units were scheduled to vest in two equal installments on December 31, 2019 and 2020.
- [F7]By their terms, the restricted stock units were scheduled to vest in two equal installments on January 1, 2020 and 2021.
- [F8]By their terms, the restricted stock units were scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022.
- [F9]By their terms, the restricted stock units were scheduled to vest on June 1, 2020.
Documents
Issuer
Gannett Media Corp.
CIK 0001635718
Entity typeother
Related Parties
1- filerCIK 0001543545
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 7:31 PM ET
- Size
- 22.2 KB