SEC Form 3

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 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Dickey Robert J. (Last) (First) (Middle) GANNETT CO., INC. 7950 JONES BRANCH DRIVE (Street) MCLEAN VA 22107 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 03/03/2008	3. Issuer Name and Ticker or Trading Symbol GANNETT CO INC /DE/ [ GCI ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Pres./US Community Publishing	5. 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 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	1,460	D
Common Stock	218.122	I	By 401(k)(1)

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: 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	12/09/2009	12/09/2009	Common Stock	1,100	(2)	D
Restricted Stock Units	10/23/2010	10/23/2010	Common Stock	4,000	(2)	D
Restricted Stock Units	12/08/2010	12/08/2010	Common Stock	1,200	(2)	D
Restricted Stock Units	12/07/2011	12/07/2011	Common Stock	3,600	(2)	D
Employee Stock Option (right to buy)	(3)	12/08/2008	Common Stock	7,380	65	D
Employee Stock Option (right to buy)	(4)	12/07/2009	Common Stock	9,000	74.5	D
Employee Stock Option (right to buy)	(5)	07/24/2010	Common Stock	4,700	56.25	D
Employee Stock Option (right to buy)	(6)	12/05/2010	Common Stock	8,000	54.31	D
Employee Stock Option (right to buy)	(7)	12/04/2011	Common Stock	1,100	69.35	D
Employee Stock Option (right to buy)	(8)	12/02/2011	Common Stock	12,500	69.35	D
Employee Stock Option (right to buy)	(9)	12/03/2012	Common Stock	14,500	70.21	D
Employee Stock Option (right to buy)	(10)	12/12/2013	Common Stock	13,000	87.33	D
Employee Stock Option (right to buy)	(11)	12/10/2012	Common Stock	11,000	80.9	D
Employee Stock Option (right to buy)	(12)	12/10/2012	Common Stock	7,500	63.86	D
Employee Stock Option (right to buy)	(13)	12/09/2013	Common Stock	33,000	60.29	D
Employee Stock Option (right to buy)	(14)	02/27/2015	Common Stock	20,000	61.26	D
Employee Stock Option (right to buy)	(15)	02/26/2016	Common Stock	20,000	31.75	D

Explanation of Responses:

1. Based on a plan statement dated March 5, 2008.

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

3. The option vested in four equal annual installments beginning on December 8, 1999.

4. The option vested in four equal annual installments beginning on December 7, 2000.

5. The option vested in four equal annual installments beginning on July 24, 2001.

6. The option vested in four equal annual installments beginning on December 5, 2001.

7. The option vested as to all 1,100 shares on December 4, 2001.

8. The option vested in four equal annual installments beginning on December 4, 2002.

9. The option vested in four equal annual installments beginning on December 3, 2003.

10. The option vested as to 3,250 shares on December 12, 2004 and as to the remaining 9,750 on December 23, 2004.

11. The option vested as to all 11,000 shares on October 28, 2005.

12. The option vested as to 5,625 shares in three equal annual installments beginning on December 10, 2005, and will vest as to the remaining 1,875 shares on December 10, 2008.

13. The option vested as to 16,500 shares in two equal annual installments beginning on December 9, 2006, and will vest as to the remaining 16,500 shares in two equal annual installments beginning on December 9, 2008.

14. The option vested as to 5,000 shares on February 28, 2008, and will vest as to the remaining 15,000 shares in three equal annual installments beginning on February 28, 2009.

15. The option will vest in four equal annual installments beginning on February 27, 2009.

Remarks:

Exhibit 24- Power of Attorney

	/s/ Todd A. Mayman, Attorney-in-Fact	03/05/2008
	** 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 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

POWER OF ATTORNEY

 

KNOW ALL BY THESE PRESENTS, THAT THE UNDERSIGNED HEREBY CONSTITUTES AND APPOINTS EACH OF TODD A. MAYMAN, KURT A. WIMMER AND BARBARA W. WALL, SIGNING SINGLY, THE UNDERSIGNED’S TRUE AND LAWFUL ATTORNEY-IN-FACT TO:

 

(1)        execute for and on behalf of the undersigned, in the undersigned’s capacity as an officer and/or director of Gannett Co., Inc. (the “Company”), Forms 3, 4, 5 and 144 in accordance with the Securities laws of the United States and the rules thereunder;

 

(2)        do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Forms and timely file such forms with the United States Securities and Exchange Commission and any stock exchange or other authority where such filing is required; and

 

(3)        take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

 

The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Securities Exchange Act of 1934.

 

This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of the 29th day of February, 2008.