4//SEC Filing
Gentzel Kevin 4
Accession 0001209191-19-057673
CIK 0001635718other
Filed
Nov 20, 7:00 PM ET
Accepted
Nov 21, 7:38 PM ET
Size
17.6 KB
Accession
0001209191-19-057673
Insider Transaction Report
Form 4
Gentzel Kevin
President, USAT Net. Mar. Sol.
Transactions
- Disposition to Issuer
Common Stock
2019-11-19−18,479→ 0 total - Disposition to Issuer
Restricted Stock Units
2019-11-19−9,828→ 0 total→ Common Stock (9,828 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−2,441→ 0 total→ Common Stock (2,441 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−35,350→ 0 total→ Common Stock (35,350 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−16,410→ 0 total→ Common Stock (16,410 underlying) - Disposition to Issuer
Restricted Stock Units
2019-11-19−24,271→ 0 total→ Common Stock (24,271 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 converted into 1.43243 Parent restricted stock units, subject to the same vesting schedule as applied to the converted Company restricted stock units.
- [F4]By their terms, the restricted stock units were scheduled to vest on December 31, 2019.
- [F5]By their terms, the restricted stock units were scheduled to vest in two equal installments on December 31, 2019 and 2020.
- [F6]By their terms, the restricted stock units were scheduled to vest in two equal installments on January 1, 2020 and 2021.
- [F7]By their terms, the restricted stock units were scheduled to vest in three equal installments on January 1, 2020, 2021 and 2022.
- [F8]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 0001766060
Filing Metadata
- Form type
- 4
- Filed
- Nov 20, 7:00 PM ET
- Accepted
- Nov 21, 7:38 PM ET
- Size
- 17.6 KB