SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Trelstad Lynn B. (Last) (First) (Middle) C/O TEGNA INC. 8350 BROAD STREET, SUITE 2000 (Street) TYSONS VA 22102 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol TEGNA INC [ TGNA ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) EVP and COO, Media Operations
	3. Date of Earliest Transaction (Month/Day/Year) 02/29/2020
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Stock	02/29/2020		M		7,960	A	(1)	66,249	D
Common Stock	02/29/2020		M		7,965	A	(1)	74,214	D
Common Stock	02/29/2020		F(2)		7,963	D	$14.32	66,251	D
Common Stock	02/29/2020		M		1,108	A	(1)	8,254	I	By Spouse
Common Stock	02/29/2020		M		1,200	A	(1)	9,454	I	By Spouse
Common Stock	02/29/2020		F(3)		769	D	$14.32	8,685	I	By Spouse
Common Stock								6,154.21	I	By 401(k) Plan
Common Stock								1,973.31	I	By Spouse through 401(k) Plan

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Stock Units	(1)	02/29/2020		M			7,960	(4)	(4)	Common Stock	7,960	$0	15,920	D
Restricted Stock Units	(1)	02/29/2020		M			7,965	(5)	(5)	Common Stock	7,965	$0	23,895	D
Restricted Stock Units	(1)	02/29/2020		M			1,108	(6)	(6)	Common Stock	1,108	$0	2,215	I	By Spouse
Restricted Stock Units	(1)	02/29/2020		M			1,200	(7)	(7)	Common Stock	1,200	$0	3,600	I	By Spouse
Restricted Stock Units	(1)	03/01/2020		A		37,896		(8)	(8)	Common Stock	37,896	$0	37,896	D
Restricted Stock Units	(1)	03/01/2020		A		6,608		(9)	(9)	Common Stock	6,608	$0	6,608	I	By Spouse

Explanation of Responses:

1. Each restricted stock units represents a contingent right to receive one share of the underlying common stock.

2. Represents shares of common stock withheld to satisfy the reporting person's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.

3. Represents shares of common stock withheld to satisfy the reporting person's spouse's tax obligation upon the vesting of restricted stock units and the corresponding acquisition of shares of common stock by the reporting person's spouse pursuant to the Issuer's 2001 Omnibus Incentive Compensation Plan (Amended and Restated as of May 4, 2010), as amended.

4. The restricted stock units vested as to 7,960 shares on February 29, 2020 and vest as to the remaining shares in two equal annual installments on each of February 28, 2021 and February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2020, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in two equal annual installments beginning on March 1, 2021.

5. The restricted stock units vested as to 7,965 shares on February 29, 2020 and vest as to the remaining shares in three equal annual installments on each of February 28, 2021, February 28, 2022 and February 28, 2023. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person as to the applicable vested shares on March 1, 2020, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, will be delivered to the reporting person in three equal annual installments beginning on March 1, 2021.

6. The restricted stock units vested as to 1,108 shares on February 28, 2019 and vest as to the remaining shares in two equal annual installments on each of February 28, 2021 and February 28, 2022. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person's spouse as to the applicable vested shares on March 1, 2020, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person's spouse or a change in control of the Issuer, will be delivered to the reporting person's spouse in three equal annual installments beginning on March 1, 2021.

7. The restricted stock units vested as to 1,200 shares on February 29, 2020 and vest as to the remaining shares in three equal annual installments on each of February 28, 2021, February 28, 2022 and February 28, 2023. The corresponding shares of the Issuer's common stock (a) were delivered to the reporting person's spouse as to the applicable vested shares on March 1, 2020, and (b) following vesting and unless delivered earlier following a termination of employment of the reporting person's spouse or a change in control of the Issuer, will be delivered to the reporting person's spouse in three equal annual installments beginning on March 1, 2021.

8. The restricted stock units vest in four equal annual installments on each of February 28, 2021, February 28, 2022, February 28, 2023 and February 29, 2024 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in four equal annual installments beginning on March 1, 2021.

9. The restricted stock units vest in four equal annual installments on each of February 28, 2021, February 28, 2022, February 28, 2023 and February 29, 2024 and, unless delivered earlier following a termination of employment of the reporting person's spouse or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person's spouse in four equal annual installments beginning on March 1, 2021.

Remarks:

	/s/ Akin S. Harrison, attorney-in-fact	03/03/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (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).
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