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 *
  Gentzel Kevin
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)
C.O 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)
President, USAT Net. Mar. Sol.
5. If Amendment, Date Original Filed(Month/Day/Year)
01/29/2019
(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 18,479
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) 12/31/2019 Common Stock 2,441 $ (2) D  
Restricted Stock Units   (3) 12/31/2020 Common Stock 9,828 $ (2) D  
Restricted Stock Units   (4) 01/01/2021 Common Stock 16,410 $ (2) D  
Restricted Stock Units   (5) 01/01/2022 Common Stock 35,350 $ (2) D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Gentzel Kevin
C.O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN, VA 22107
      President, USAT Net. Mar. Sol.  

Signatures

/s/ Elizabeth A. Allen 03/20/2019
**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 25% portion of an award granted in 2016 and will vest in full on December 31, 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 50% portion of an award granted in 2017 and will vest in two equal annual installments on December 31, 2019 and December 31, 2020.
(4) 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.
(5) These RSUs granted in 2019 will vest in three annual installments on January 1, 2020, January 1, 2021 and January 1, 2022.
 
Remarks:
This Form 3/A amends and restates in its entirety the Form 3 filed by the reporting person on January 29, 2019 and as subsequently amended.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.