Amended Statement of Ownership (sc 13g/a)
February 13 2018 - 12:32PM
Edgar (US Regulatory)
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13G
Under the Securities Exchange Act of 1934
(Amendment No.: 2)
Name
of issuer: Gannett Co., Inc.
Title
of Class of Securities: Common Stock
CUSIP
Number: 36473H104
Date
of Event Which Requires Filing of this Statement: December 31, 2017
Check
the appropriate box to designate the rule pursuant to which this Schedule is
filed:
(X)
Rule 13d-1(b
(
) Rule 13d-1(c)
(
) Rule 13d-1(d)
*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form with respect to the
subject class of securities, and for any subsequent amendment containing
information which would alter the disclosures provided in a prior cover page.
The information required in the remainder of
this cover page shall not be deemed to be "filed" for the purpose of
Section 18 of the Securities Exchange Act of 1934 ("Act") or
otherwise subject to the liabilities of that section of the Act but shall be
subject to all other provisions of the Act (however, see the Notes).
(Continued
on the following page(s))
CUSIP
No.: 36473H104 13G
1.
NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Vanguard Fiduciary Trust Company, in its
capacity as trustee for certain employee benefit plan(s). I.R.S. Identification
Number 23-2186884.
2.
CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP
Not Applicable A. B.
3.
SEC USE ONLY
4.
CITIZENSHIP OF PLACE OF ORGANIZATION
Pennsylvania
(For questions 5-8, report the number of shares
beneficially owned by each reporting person with:)
5.
SOLE VOTING POWER
None
6.
SHARED VOTING POWER
8,960,454
Shares
7.
SOLE DISPOSITIVE POWER
None
8.
SHARED DISPOSITIVE POWER
8,960,454
Shares
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,960,454
Shares
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not
applicable
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
8.02
%
12.
TYPE OF REPORTING PERSON
BK
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________
SCHEDULE 13G
Under the Securities Exchange Act of 1934
_________________
Item
1 (a) — Name of Issuer
Gannett
Co., Inc.
Item
1 (b) — Address of Issuer’s Principal Executive Offices:
7950 Jones Branch Drive
McLean, VA 22107
Item
2 (a) — Name of Person Filing:
Vanguard
Fiduciary Trust Company, in its capacity as trustee for certain employee
benefit plan(s).
Item
2 (b) – Address of Principal Business Office or, if none, residence
500 Admiral Nelson Blvd.
Malvern, PA 19355
Item
2 (c) — Citizenship
Vanguard
Fiduciary Trust Company is a trust company organized under the laws of the
Commonwealth of Pennsylvania
Item
2 (d) — Title of Class of Securities
Common
Stock
Item
2 (e) — CUSIP Number
36473H104
Item
3 — Type of Filing:
If this
statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether
the person filing is a:
(b)
X
Bank as defined in Section 3(a)(6) of the Act.
Item 4 —
Ownership:
(a)
Amount Beneficially Owned:
8,960,454
Shares
(b)
Percent of Class:
8.02
%
(c)
Number of shares as to which such person has:
(i)
sole power to vote or to direct the vote: None
(ii)
shared power to vote or to direct the vote: 8,960,454 Shares*
(iii)
sole power to dispose or to direct the disposition of: None
(iv)
shared power to dispose or to direct the disposition of: 8,960,454 Shares**
* Vanguard
Fiduciary Trust Company is the trustee of certain employee benefit plans, which
are subject to the Employee Retirement Income Security Act of 1974, as amended
("ERISA"). Shares of the issuer's Common Stock are held in trust for
the benefit of employees in the plans. As of December 31, 2017, the trustee
held 8,960,454 shares of the issuer's Common Stock on behalf of the plans, all
of which had been allocated to plan participants. The plan trustee votes shares
allocated to participant accounts as directed by participants subject to
Section 404 of ERISA.
**Shares of
Common Stock are held in the issuer's employee benefit plans in various
accounts and were allocated by the source of contribution (employer, the
predecessor to the employer or the employee). Shares of Common Stock held by
the trustee on behalf of the plans may be disposed of by the plans or the
trustee only in accordance with the terms of the plans.
Item
5. Ownership of Five Percent or Less of a Class.
Not
applicable
Item
6. Ownership of More than Five Percent on Behalf of Another Person.
All
of the securities are beneficially held by Vanguard Fiduciary Trust Company in
its fiduciary capacity, as trustee of certain employee benefit plans. As a
result, participants in the plans are entitled to receive dividends or proceeds
from the sale of shares reported in this Schedule 13G in accordance with the
terms of the plans.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security
Being Reported on By the Parent Holding Company.
Not
Applicable
Item
8. Identification and Classification of Members of the Group.
Not
Applicable
Item
9. Notice of Dissolution of Group.
Not
Applicable
Item 10.
Certification.
By
signing below I certify that, to the best of my knowledge and belief, the
securities referred to above were acquired and are held in the ordinary course
of business and were not acquired and are not held for the purpose or with the
effect of changing or influencing the control of the issuer of the securities
and were not acquired and are not held in connection with or as a participant
in any transaction having that purpose or effect.
Vanguard
Fiduciary Trust Company disclaims beneficial ownership of all shares held in
trust by the trustee that have been allocated to the individual accounts of
participants in the plans for which directions have been received, pursuant to
Rule 13d-4 under the Securities Exchange Act of 1934.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the
information set forth in this statement is true, complete and correct.
Date: February
12, 2018
Vanguard
Fiduciary Trust Company, Trustee
By:
/s/ Caroline Crosby
Name:
Caroline Crosby
Title:
Secretary
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