Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 OMB APPROVAL

X Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
    Form 3 Holdings Reported
X Form 4 Transactions Reported

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

OMB Number: 3235-0362
Expires: January 31, 2005
Estimated average burden
hours per response. . .0.5

Filed By
Romeo and Dye's
Section 16 Filer
www.section16.net

1. Name and Address of Reporting Person*

Mallary Richard A.

2. Issuer Name and Ticker or Trading Symbol
Gannett Co., Inc. ("GCI")

6. Relationship of Reporting Person(s)
to Issuer (Check all applicable)
    Director                                       10% Owner
X Officer (give title below)          Other (specify below)

Senior Vice President/Gannett Television          

(Last)      (First)     (Middle)

Gannett Co., Inc.
7950 Jones Branch Drive

3. I.R.S. Identification Number
of Reporting Person,
if an entity (voluntary)

 

4. Statement for
Month/Year
December 29, 2002

(Street)

McLean, VA 22107

5. If Amendment,
Date of Original
(Month/Year)
 		 7. 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. Trans-
action
Date
(Month/ Day/
Year)

2A. Deemed
Execution
Date,
if any
(Month/Day/
Year)

3. Trans-
action Code
(Instr. 8)

4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 & 5)

5. Amount of
Securities
Beneficially
Owned at End of Issuer's
Fiscal year
(Instr. 3 & 4)

6. Owner-
ship Form:
Direct (D)
or Indirect (I)
(Instr. 4)

7. Nature of Indirect
Beneficial Ownership
(Instr. 4)

Amount

(A)
or
(D)

Price

Common Stock

12/09/01

 

M4

5

A

 

 

 

 

Common Stock

12/09/01

 

F4

5

D

$68.22

 

 

 

Common Stock

01/04/02

 

G

150

D

 

429

D

 

Common Stock

 

 

 

 

 

 

77.60(1)

D

 

Common Stock

 

 

 

 

 

 

1,801.813(2)

I

By 401(k) Plan
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).

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 control number
FORM 5 (continued)

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. Conver-
sion or
Exercise
Price of Derivative Security

3. Trans-
action Date

(Month/
Day/
Year)

3A. Deemed
Execution
Date,
if any
(Month/
Day/
Year)

4. Trans-
action
Code

(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)

(Instr. 3, 4 & 5)

6. Date Exercisable
and Expiration
Date
(Month/Day/
Year)

7. Title and Amount of Underlying Securities
(Instr. 3 & 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of
Derivative
Securities
Beneficially
Owned
at End of Year
(Instr. 4)

10. Owner-
ship Form
of Deriv-
ative
Security:
Direct (D)
or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

(A)

(D)

Date Exer-cisable

Expira-
tion
Date

Title

Amount or Number of
Shares

Employee Stock Option (right to buy)

$65.95

05/07/01

 

A5

3,000

 

 (3)

12/05/10

Common Stock

3,000

 

3,000

D

 

Stock Incentive Rights

 

12/09/01

 

M4

 

200

12/09/01

12/09/01

Common Stock

200

 

0

D

 

Phantom Stock

1-for-1

12/09/01

 

M4

195

 

Immed.

 

Common Stock

195

 

 

 

Phantom Stock

1-for-1

02/21/01

 

A5

444.444

 

Immed.

 

Common Stock

444.444

$67.50

 

 

 

Phantom Stock

1-for-1

 (4)

 

A

1,443.497

 

Immed.

 

Common Stock

1,443.497

 (4)

4,362.630(5)

D

 

Explanation of Responses:

(1) These shares are held in the Issuer's Dividend Reinvestment Plan.
(2) The information in this report is based on a plan statement dated as of September 30, 2002.
(3) The option vests in four equal annual installments beginning on December 5, 2001.
(4) Acquired on various dates between December 31, 2001 and August 29, 2002 pursuant to Issuer's Deferred Compensation Plan, at prices ranging from $69.2302 to $77.68 per share.
(5) Prior Forms 4 and 5 reported shares held under the Issuer's Deferred Compensation Plan in Table I, as Common Stock. These shares are now reported in Table II, Column 9 of this Form 5, as Phantom Stock.
  By: /s/ Richard A. Mallary
              
**Signature of Reporting Person		 February 7, 2003
Date

**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.