SEC FORM
3
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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| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
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1. Name and Address of Reporting Person*
| C/O TEGNA INC. |
| 8350 BROAD STREET, SUITE 2000 |
(Street)
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2. Date of Event Requiring Statement
(Month/Day/Year)
02/27/2024
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3. Issuer Name and Ticker or Trading Symbol
TEGNA INC
[ TGNA ]
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4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
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10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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See Remarks
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5. If Amendment, Date of Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing (Check Applicable Line)
| X |
Form filed by One Reporting Person |
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Form filed by More than One Reporting Person |
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| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
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2.
Amount of Securities Beneficially Owned (Instr.
4)
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3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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4. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Common Stock |
65,409 |
D |
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| Common Stock |
9,302.97 |
I |
By 401(k) Plan |
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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|---|
| 1. Title of Derivative Security (Instr.
4)
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2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
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6. Nature of Indirect Beneficial Ownership (Instr.
5)
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| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Phantom Stock |
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Common Stock |
15,960.04 |
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D |
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| Restricted Stock Units |
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Common Stock |
5,727 |
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D |
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| Restricted Stock Units |
|
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Common Stock |
26,315 |
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D |
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| Restricted Stock Units |
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Common Stock |
20,464 |
|
D |
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| Restricted Stock Units |
|
|
Common Stock |
29,982 |
|
D |
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| Restricted Stock Units |
|
|
Common Stock |
80,537 |
|
D |
|
| 2021 Performance Shares |
|
|
Common Stock |
32,268 |
|
D |
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| 2022 Performance Shares |
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Common Stock |
13,682 |
|
D |
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| Explanation of Responses: |
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| Remarks: |
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/s/ Marc S. Sher, attorney-in-fact |
03/04/2024 |
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** 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. |
Exhibit 24
LIMITED POWER OF ATTORNEY
February 22, 2024
Know all by these presents, that the undersigned hereby makes, constitutes and
appoints each of Lauren Fisher and Marc Sher as the undersigned's true and
lawful attorney-in-fact, with full power and authority as hereinafter described
on behalf of and in the name, place and stead of the undersigned to:
1. Prepare, execute, acknowledge, deliver and file Forms 144, Schedules 13G
or 13D, and Forms 3, 4, and 5 (including any amendments thereto),
including applications for Form ID, and any actions or documents necessary
to facilitate the timely filing of notices of proposed sales and
beneficial ownership reports, with respect to the securities of TEGNA
Inc., a Delaware corporation (the "Company"), with the United States
Securities and Exchange Commission, any national securities exchanges and
the Company, as considered necessary or advisable under Rule 144
promulgated under the Securities Act of 1933, as amended from time to time
(the "Securities Act") and/or Sections 13(d) and 16(a) of the Securities
Exchange Act of 1934 and the rules and regulations promulgated thereunder,
as amended from time to time (the "Exchange Act");
2. Seek or obtain, as the undersigned's representative and on the
undersigned's behalf, information on transactions in the Company's
securities from any third party, including brokers, employee benefit plan
administrators and trustees, and the undersigned hereby authorizes any
such person to release any such information to the undersigned and
approves and ratifies any such release of information; and
3. Perform any and all other acts which in the discretion of the
attorney-in-fact are necessary or desirable for and on behalf of the
undersigned in connection with the foregoing.
The undersigned acknowledges that:
1. This Limited Power of Attorney authorizes, but does not require, each
attorney-in-fact to act in his or her discretion on information provided
to each such attorney-in-fact without independent verification of such
information;
2. Any documents prepared and/or executed by an attorney-in-fact on behalf of
the undersigned pursuant to this Limited Power of Attorney will be in such
form and will contain such information and disclosure as each such
attorney-in-fact, in his or her discretion, deems necessary or desirable;
3. None of the Company or any such attorney-in-fact assumes (i) any liability
for the undersigned's responsibility to comply with the requirements of
the Exchange Act, (ii) any liability of the undersigned for any failure to
comply with such requirements, or (iii) any obligation or liability of the
undersigned for profit disgorgement under Section 13 or 16 of the Exchange
Act; and
4. This Limited Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Securities Act or the Exchange Act, including without limitation the
reporting requirements under Rule 144 under the Securities Act or Sections
13(d) and 16 of the Exchange Act. The undersigned hereby gives and grants
each attorney-in-fact full power and authority to do and perform all and
every act and thing whatsoever requisite, necessary or appropriate to be
done in and about the foregoing matters as fully to all intents and
purposes as the undersigned might or could do if present, hereby ratifying
all that each such attorney-in-fact of, for and on behalf of the
undersigned, shall lawfully do or cause to be done by virtue of this
Limited Power of Attorney.
This Limited Power of Attorney shall remain in full force and effect until
revoked by the undersigned in a signed writing delivered to each
attorney-in-fact.
IN WITNESS WHEREOF, the undersigned hereto has caused this Limited Power of
Attorney to be duly executed as of the day and year first above written.
By: /s/ Thomas R. Cox
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Name: Thomas R. Cox
