Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  Barton Kristopher
2. Date of Event Requiring Statement (Month/Day/Year)
01/26/2019
3. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. [GCI]
(Last)
(First)
(Middle)
GANNETT CO., INC., 7950 JONES BRANCH DRIVE
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Product Officer
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

MCLEAN, VA 22107
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
Common Stock 14,467
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units   (1) 08/09/2019 Common Stock 20,453 $ (2) D  
Restricted Stock Units   (3) 12/31/2019 Common Stock 1,755 $ (2) D  
Restricted Stock Units   (4) 12/31/2020 Common Stock 4,607 $ (2) D  
Restricted Stock Units   (5) 01/01/2021 Common Stock 8,757 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Barton Kristopher
GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN, VA 22107
      Chief Product Officer  

Signatures

/s/ Elizabeth A. Allen 01/29/2019
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) These RSUs represent the unvested 50% portion of an award granted in 2016 and will vest in full on August 9, 2019.
(2) Each restricted stock unit represents a contingent right to receive one share of the underlying Common Stock.
(3) These RSUs represent the unvested 25% portion of an award granted in 2016 and will vest in full on December 31, 2019.
(4) These RSUs represent the unvested 50% portion of an award granted in 2017 and will vest in two equal annual installments on December 31, 2019 and December 31, 2020.
(5) These RSUs represent the unvested 67% portion of an award granted in 2018 and will vest in two annual installments on January 1, 2020 and January 1, 2021.

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