Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN 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 *
Dickey Robert J.
  2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. [GCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
C/O GANNETT CO., INC., 7950 JONES BRANCH DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2018
(Street)

MCLEAN, VA 22107
4. If Amendment, Date 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
(City)
(State)
(Zip)
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 12/31/2018   M   69,054 A (1) 274,507 D  
Common Stock 12/31/2018   F   29,928 D $ 8.53 244,579 D  
Common Stock 12/31/2018   M   31,362 A (1) 275,941 D  
Common Stock 12/31/2018   F   13,594 D $ 8.53 262,347 D  
Common Stock 12/31/2018   M   12,738 A (1) 275,085 D  
Common Stock 12/31/2018   F   5,745 D $ 8.53 269,340 D  
Common Stock 12/31/2018   M   24,800 A (1) 294,140 D  
Common Stock 12/31/2018   F   11,185 D $ 8.53 282,955 D  
Common Stock 01/01/2019   M   39,453 A (1) 322,408 D  
Common Stock 01/01/2019   F   18,549 D $ 8.53 303,859 D  
Common Stock               6,707.76 (2) I By 401(k) Plan

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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 Underlying Securities
(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 of Derivative Security: 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) 12/31/2018   M     69,054 12/31/2018 12/31/2018 Common Stock 69,054 $ 0 0 D  
Restricted Stock Units (1) 12/31/2018   M     31,362 12/31/2018 12/31/2018 Common Stock 31,362 $ 0 0 D  
Restricted Stock Units (1) 12/31/2018   M     12,738   (3) 12/31/2019 Common Stock 12,738 $ 0 0 D  
Restricted Stock Units (1) 12/31/2018   M     24,800   (4) 12/31/2020 Common Stock 24,800 $ 0 0 D  
Restricted Stock Units (1) 01/01/2019   M     39,453   (5) 01/01/2021 Common Stock 39,453 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Dickey Robert J.
C/O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN, VA 22107
  X     President and CEO  

Signatures

 /s/ Elizabeth A. Allen, Attorney-in-Fact   01/03/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of the underlying Common Stock.
(2) Based upon information from the plan administrator as of December 27, 2018.
(3) Represents a portion of RSUs that vest in four equal annual installments beginning on December 31, 2016.
(4) Represents a portion of RSUs that vest in four equal annual installments beginning on December 31, 2017.
(5) Represents a portion of RSUs that vest in three equal annual installments beginning on January 1, 2019.

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