Thomas R. Cox Form 3 TEGNA / Thomas R. Cox ownership change

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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1. Name and Address of Reporting Person^*

Cox Thomas R.

(Last)

(First)

(Middle)

C/O TEGNA INC.

8350 BROAD STREET, SUITE 2000

(Street)

TYSONS

22102

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/27/2024

3. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

5. If Amendment, Date of 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

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	65,409	D
Common Stock	9,302.97	I	By 401(k) Plan

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: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Phantom Stock	⁽¹⁾	⁽¹⁾	Common Stock	15,960.04	⁽²⁾	D
Restricted Stock Units	⁽³⁾	⁽³⁾	Common Stock	5,727	⁽⁴⁾	D
Restricted Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	26,315	⁽⁴⁾	D
Restricted Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	20,464	⁽⁴⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	29,982	⁽⁴⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	80,537	⁽⁴⁾	D
2021 Performance Shares	⁽⁹⁾	⁽⁹⁾	Common Stock	32,268	⁽¹⁰⁾	D
2022 Performance Shares	⁽¹¹⁾	⁽¹¹⁾	Common Stock	13,682	⁽¹²⁾	D

Explanation of Responses:

1. Each share of phantom stock is payable in cash or stock, at the election of the reporting person, on various dates selected by the reporting person or otherwise provided in the Issuer's Deferred Compensation Plan.

2. Each share of phantom stock is the economic equivalent of one share of the Issuer's common stock.

3. The restricted stock units vest on February 29, 2024 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person on March 1, 2024.

4. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.

5. The restricted stock units vest in two equal annual installments on each of February 29, 2024 and February 28, 2025 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in two equal annual installments beginning on March 1, 2024.

6. The restricted stock units vest in three equal annual installments on each of February 29, 2024, February 28, 2025 and February 28, 2026 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in three equal annual installments beginning on March 1, 2024.

7. The restricted stock units vest in four equal annual installments on each of February 29, 2024, February 28, 2025, February 28, 2026 and February 28, 2027 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person in four equal annual installments beginning on March 1, 2024.

8. The restricted stock units vest in two equal annual installments on each of May 31, 2024 and May 31, 2025 provided that the reporting person remains in continuous employment with the Issuer until each such date, and, unless delivered earlier upon the occurrence of certain events, will be delivered to the reporting person in two equal annual installments beginning on June 1, 2024.

9. The 2021 Performance Shares vest on February 29, 2024 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person on or about March 1, 2024.

10. Each 2021 Performance Share represents a contingent right to receive one share of the underlying common stock.

11. The 2022 Performance Shares vest on February 28, 2025 and, unless delivered earlier following a termination of employment of the reporting person or a change in control of the Issuer, the corresponding vested shares of the Issuer's common stock will be delivered to the reporting person on or about March 1, 2025.

12. Each 2022 Performance Share represents a contingent right to receive one share of the underlying common stock.

Remarks:

Title: SVP, Digital and Chief Growth Officer - Exhibit List: Exhibit 24 -- Power of Attorney

	/s/ Marc S. Sher, attorney-in-fact	03/04/2024
	** 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.

Thomas R. Cox Form 3TEGNA / Thomas R. Cox ownership change