SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Shapiro Neal

(Last) (First) (Middle)
C/O TEGNA INC.
8350 BROAD STREET, SUITE 2000

(Street)
TYSONS VA 22102

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
TEGNA INC [ TGNA ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/21/2023
4. 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 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
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 Securities Underlying Derivative Security (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: 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) 08/21/2023 A 9,186 (2) (2) Common Stock 9,186 $0 9,186 D
Explanation of Responses:
1. Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
2. The restricted stock units vest in three equal quarterly installments beginning on November 1, 2023, except that the last quarterly installment shall vest on the earlier of the date of the next Annual Meeting of Stockholders of the Issuer and May 1, 2024. Unless delivery has been deferred by election of the reporting person, vested shares will be delivered to the reporting person as soon as administratively practicable, but no later than 30 days from the payment date or separation of service, as applicable, upon the earliest to occur of the reporting person's separation from service with the Issuer, certain changes in control of the Issuer and May 1, 2024.
Remarks:
Exhibit Index: Exhibit 24 -- Power of Attorney
/s/ Marc S. Sher, attorney-in-fact 08/23/2023
** 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 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).
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.

                                                                            Exhibit 24


                               POWER OF ATTORNEY



      Know  all  by  these presents, that the undersigned hereby constitutes and
appoints  akin  s.  Harrison and Marc S. Sher, signing singly, the undersigned's
true and lawful attorney-in-fact to:

      (1)  execute  for  and  on behalf of the undersigned, in the undersigned's
capacity  as  an officer and/or director of TEGNA Inc. (the "Company"), Forms 3,
4, 5 and 144 in accordance with the Securities laws of the United States and the
rules thereunder;

      (2)  do  and perform any and all acts for and on behalf of the undersigned
which  may  be necessary or desirable to complete and execute any such Forms and
timely file such forms with the United States Securities and Exchange Commission
and any stock exchange or other authority where such filing is required; and

      (3)  take  any  other action of any type whatsoever in connection with the
foregoing  which, in the opinion of such attorney-in-fact, may be of benefit to,
in  the  best  interest  of,  or  legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant  to this Power of Attorney shall be in such form and shall
contain  such  terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

      This  Power  of  Attorney  shall remain in full force and effect until the
undersigned   is   no  longer  required  to  file  Forms  with  respect  to  the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the 18th day of January 2021.



/s/ Neal Shapiro                             WITNESS: /s/ Songyun Kang
--------------------                                   ----------------------
Signature


    Neal Shapiro                                          Songyun Kang
--------------------                                   ----------------------
    Print Name                                             Print Name





    

                                                                            Exhibit 24


                               POWER OF ATTORNEY



      Know  all  by  these presents, that the undersigned hereby constitutes and
appoints  akin  s.  Harrison and Marc S. Sher, signing singly, the undersigned's
true and lawful attorney-in-fact to:

      (1)  execute  for  and  on behalf of the undersigned, in the undersigned's
capacity  as  an officer and/or director of TEGNA Inc. (the "Company"), Forms 3,
4, 5 and 144 in accordance with the Securities laws of the United States and the
rules thereunder;

      (2)  do  and perform any and all acts for and on behalf of the undersigned
which  may  be necessary or desirable to complete and execute any such Forms and
timely file such forms with the United States Securities and Exchange Commission
and any stock exchange or other authority where such filing is required; and

      (3)  take  any  other action of any type whatsoever in connection with the
foregoing  which, in the opinion of such attorney-in-fact, may be of benefit to,
in  the  best  interest  of,  or  legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned  pursuant  to this Power of Attorney shall be in such form and shall
contain  such  terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

      The undersigned hereby grants to each such attorney-in-fact full power and
authority  to  do  and perform any and every act and thing whatsoever requisite,
necessary,  or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could  do  if personally present, with full power of substitution or revocation,
hereby  ratifying  and  confirming  all  that  such  attorney-in-fact,  or  such
attorney-in-fact's  substitute  or substitutes, shall lawfully do or cause to be
done  by  virtue  of  this  power  of  attorney and the rights and powers herein
granted.  The  undersigned acknowledges that the foregoing attorneys-in-fact, in
serving  in  such  capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

      This  Power  of  Attorney  shall remain in full force and effect until the
undersigned   is   no  longer  required  to  file  Forms  with  respect  to  the
undersigned's  holdings of and transactions in securities issued by the Company,
unless  earlier  revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

      IN  WITNESS  WHEREOF, the undersigned has caused this Power of Attorney to
be executed as of the 18th day of January 2021.



/s/ Neal Shapiro                             WITNESS: /s/ Songyun Kang
--------------------                                   ----------------------
Signature


    Neal Shapiro                                          Songyun Kang
--------------------                                   ----------------------
    Print Name                                             Print Name





    

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