4//SEC Filing
Cody John E 4
Accession 0001209191-19-057666
CIK 0001635718other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 7:33 PM ET
Size
16.1 KB
Accession
0001209191-19-057666
Insider Transaction Report
Form 4
Cody John E
Director
Transactions
- Disposition to Issuer
Restricted Stock Units
2019-11-19−13,308→ 0 total→ Common Stock (13,308 underlying) - Disposition to Issuer
Phantom Stock
2019-11-19−45,329→ 0 total→ Common Stock (45,329 underlying) - Disposition to Issuer
Common Stock
2019-11-19−8,303→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-11-19−9,897→ 0 total→ Common Stock (9,897 underlying) - Disposition to Issuer
Phantom Stock
2019-11-19−6,099→ 0 total→ Common Stock (6,099 underlying)
Footnotes (8)
- [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").
- [F2]Each restricted stock unit represented a contingent right to receive one share of the underlying Common Stock.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.
- [F7]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 stock as provided in the Company's Deferred Compensation Plan.
- [F8]Pursuant to the Merger Agreement, each share of phantom stock was converted into the right to receive 1.43243 shares of New Media phantom stock, each being the economic equivalent of one share of Parent common stock, having a market value of $6.25 per share on the effective date of the merger.
Documents
Issuer
Gannett Media Corp.
CIK 0001635718
Entity typeother
Related Parties
1- filerCIK 0001513846
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 7:33 PM ET
- Size
- 16.1 KB