Page 15 of 16 SEC Filing SCHEDULE 13D Item 1. Security and Issuer This statement constitutes Amendment No. 7 to the Schedule 13D relating to the shares of Common Stock, $1 par value (“Shares”), issued by TEGNA Inc. (formerly known as Gannett Co., Inc.) (the “Issuer”), and hereby amends the Schedule 13D (as amended, the “Initial 13D”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2014, as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on September 12, 2014, Amendment No. 2 to the Schedule 13D, filed with the SEC on January 22, 2015, Amendment No. 3 to the Schedule 13D, filed with the SEC on March 2, 2015, Amendment No. 4 to the Schedule 13D, filed with the SEC on July 9, 2015, Amendment No. 5 to the Schedule 13D, filed with the SEC on October 16, 2015, and Amendment No. 6 to the Schedule 13D, filed with the SEC on February 29, 2016, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D. Item 5. Interest in Securities of the Issuer Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows: (a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 10,711,599 Shares, representing approximately 4.88% of the Issuer’s outstanding Shares (based upon 219,720,167 Shares stated to be issued and outstanding as of January 31, 2016 in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016). (b) High River has sole voting power and sole dispositive power with regard to 2,142,322 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 3,558,467 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 5,010,810 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. (c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market, and the table includes commissions paid in per share prices.
Name of Reporting Person Date of Transaction Amount of Securities Purchased or (Sold) Price Per Share High River Limited Partnership 3/1/2016 (70,699.00) 24.67 High River Limited Partnership 3/2/2016 (71,389.00) 24.58 High River Limited Partnership 3/3/2016 (70,000.00) 24.99 High River Limited Partnership 3/4/2016 (55,276.00) 24.93 High River Limited Partnership 3/7/2016 (40,000.00) 24.78 High River Limited Partnership 3/8/2016 (40.00) 24.50 High River Limited Partnership 3/9/2016 (24,293.00) 24.59 Icahn Partners LP 3/1/2016 (152,908.00) 24.67 Icahn Partners LP 3/2/2016 (166,977.00) 24.58 Icahn Partners LP 3/3/2016 (163,728.00) 24.99 Icahn Partners LP 3/4/2016 (129,289.00) 24.93 Icahn Partners LP 3/7/2016 (93,552.00) 24.78 Icahn Partners LP 3/8/2016 (93.00) 24.50 Icahn Partners LP 3/9/2016 (56,821.00) 24.59 Icahn Partners Master Fund LP 3/1/2016 (129,886.00) 24.67 Icahn Partners Master Fund LP 3/2/2016 (118,581.00) 24.58 Icahn Partners Master Fund LP 3/3/2016 (116,272.00) 24.99 Icahn Partners Master Fund LP 3/4/2016 (91,817.00) 24.93 Icahn Partners Master Fund LP 3/7/2016 (66,448.00) 24.78 Icahn Partners Master Fund LP 3/8/2016 (67.00) 24.50 Icahn Partners Master Fund LP 3/9/2016 (40,352.00) 24.59
(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares on March 7, 2016.
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SCHEDULE 13D
Item 1. Security and Issuer
This statement constitutes Amendment No. 7 to the Schedule 13D relating to the shares of Common Stock, $1 par value (“Shares”), issued by TEGNA Inc. (formerly known as Gannett Co., Inc.) (the “Issuer”), and hereby amends the Schedule 13D (as amended, the “Initial 13D”) filed with the Securities and Exchange Commission (the “SEC”) on August 14, 2014, as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on September 12, 2014, Amendment No. 2 to the Schedule 13D, filed with the SEC on January 22, 2015, Amendment No. 3 to the Schedule 13D, filed with the SEC on March 2, 2015, Amendment No. 4 to the Schedule 13D, filed with the SEC on July 9, 2015, Amendment No. 5 to the Schedule 13D, filed with the SEC on October 16, 2015, and Amendment No. 6 to the Schedule 13D, filed with the SEC on February 29, 2016, to furnish the additional information set forth herein. All capitalized terms contained herein but not otherwise defined shall have the meanings ascribed to such terms in the Initial 13D.
Item 5. Interest in Securities of the Issuer
Item 5 of the Initial 13D is hereby amended and restated in its entirety as follows:
(a) The Reporting Persons may be deemed to beneficially own, in the aggregate, 10,711,599 Shares, representing approximately 4.88% of the Issuer’s outstanding Shares (based upon 219,720,167 Shares stated to be issued and outstanding as of January 31, 2016 in the Issuer’s Annual Report on Form 10-K filed with the Securities and Exchange Commission on February 29, 2016).
(b) High River has sole voting power and sole dispositive power with regard to 2,142,322 Shares. Each of Hopper, Barberry and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Master has sole voting power and sole dispositive power with regard to 3,558,467 Shares. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares. Icahn Partners has sole voting power and sole dispositive power with regard to 5,010,810 Shares. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn has shared voting power and shared dispositive power with regard to such Shares.
Each of Hopper, Barberry and Mr. Icahn, by virtue of their relationships to High River (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Securities Exchange Act of 1934, as amended, the “Act”) the Shares which High River directly beneficially owns. Each of Hopper, Barberry and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Master (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Master directly beneficially owns. Each of Icahn Offshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn, by virtue of their relationships to Icahn Partners (as disclosed in Item 2), may be deemed to indirectly beneficially own (as that term is defined in Rule 13d-3 under the Act) the Shares which Icahn Partners directly beneficially owns. Each of Icahn Onshore, Icahn Capital, IPH, Icahn Enterprises Holdings, Icahn Enterprises GP, Beckton and Mr. Icahn disclaims beneficial ownership of such Shares for all other purposes.
(c) The following table sets forth all transactions with respect to Shares effected during the past sixty (60) days by any of the Reporting Persons and not previously reported on Schedule 13D. Except as otherwise noted below, all such transactions were sales of Shares effected in the open market, and the table includes commissions paid in per share prices.
| Name of Reporting Person | Date of Transaction | Amount of Securities Purchased or (Sold) | Price Per Share |
| High River Limited Partnership | 3/1/2016 | (70,699.00) | 24.67 |
| High River Limited Partnership | 3/2/2016 | (71,389.00) | 24.58 |
| High River Limited Partnership | 3/3/2016 | (70,000.00) | 24.99 |
| High River Limited Partnership | 3/4/2016 | (55,276.00) | 24.93 |
| High River Limited Partnership | 3/7/2016 | (40,000.00) | 24.78 |
| High River Limited Partnership | 3/8/2016 | (40.00) | 24.50 |
| High River Limited Partnership | 3/9/2016 | (24,293.00) | 24.59 |
| Icahn Partners LP | 3/1/2016 | (152,908.00) | 24.67 |
| Icahn Partners LP | 3/2/2016 | (166,977.00) | 24.58 |
| Icahn Partners LP | 3/3/2016 | (163,728.00) | 24.99 |
| Icahn Partners LP | 3/4/2016 | (129,289.00) | 24.93 |
| Icahn Partners LP | 3/7/2016 | (93,552.00) | 24.78 |
| Icahn Partners LP | 3/8/2016 | (93.00) | 24.50 |
| Icahn Partners LP | 3/9/2016 | (56,821.00) | 24.59 |
| Icahn Partners Master Fund LP | 3/1/2016 | (129,886.00) | 24.67 |
| Icahn Partners Master Fund LP | 3/2/2016 | (118,581.00) | 24.58 |
| Icahn Partners Master Fund LP | 3/3/2016 | (116,272.00) | 24.99 |
| Icahn Partners Master Fund LP | 3/4/2016 | (91,817.00) | 24.93 |
| Icahn Partners Master Fund LP | 3/7/2016 | (66,448.00) | 24.78 |
| Icahn Partners Master Fund LP | 3/8/2016 | (67.00) | 24.50 |
| Icahn Partners Master Fund LP | 3/9/2016 | (40,352.00) | 24.59 |
(e) The Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares on March 7, 2016.
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