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8-K - FORM 8-K - Gannett Co., Inc.d944699d8k.htm

Exhibit 99.1

 

LOGO Todd A. Mayman
Senior Vice President,
General Counsel and Secretary

June 18, 2015

 

TO: Directors and Executive Officers of Gannett SpinCo, Inc.

 

RE: Notice of Blackout Period

 

 

This notice supplements the notice that was sent on June 8, 2015. As a current or prospective director or executive officer of Gannett Spinco, Inc. (the “Company”), you are subject to the restrictions under Section 306(a) of the Sarbanes-Oxley Act of 2002, which prohibits certain trades during pension plan “blackout” periods. Please note the following:

1. The prohibition is imposed because more than 50% of the participants in the Company’s 401(k) plans (collectively the “Plan”) will be temporarily prohibited from changing their investments and entering into transactions under the Plan with respect to Company securities. This period is referred to as the “Blackout Period”. The Blackout Period will occur because the Company and Gannett Co., Inc. need to restructure their 401(k) plans in connection with the separation of the broadcast/digital and publishing businesses and the decision to hire a new record keeper for the Plan.

2. Except as provided in paragraph 3 below, you are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of the Company (or derivative securities of those equity securities) during the Blackout Period described below. For example, you are not permitted to exercise Company stock options during the Blackout Period.

3. The prohibition on sales and other transfers described in paragraph 2 above applies only to equity securities of the Company (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of the Company or Gannett Co., Inc. It is important to note that any such security you sell or otherwise transfer will be automatically treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements.

4. The Blackout Period is expected to commence after the market closes on June 25, 2015 and end by July 2, 2015. I will notify you when the Blackout Period has ended.

There are a limited number of exempt transactions which may occur during the Blackout Period, including acquisitions of shares under our DRIP and the quarterly vesting of director restricted stock units pursuant to the annual retainer program.

If you have any questions regarding the Blackout Period, please let me know.

 

LOGO

Office: 703.854.6846 • FAX: 703.854.2031 • tmayman@gannett.com

Gannett Co., Inc. • 7950 Jones Branch Drive • McLean, VA 22107 95517