Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Mayman Todd A.
  2. Issuer Name and Ticker or Trading Symbol
GANNETT CO INC /DE/ [GCI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sen. VP, Gen. Counsel and Sec.
(Last)
(First)
(Middle)
C/O GANNETT CO., INC., 7950 JONES BRANCH DRIVE
3. Date of Earliest Transaction (Month/Day/Year)
12/12/2012
(Street)

MCLEAN, VA 22107
4. If Amendment, Date 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
(City)
(State)
(Zip)
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
Common Stock 12/12/2012   M   3,000 A (1) 5,757.437 D  
Common Stock 12/12/2012   F   794 D $ 18.08 4,963.437 D  
Common Stock 12/13/2012   M   2,875 A $ 7.53 7,838.437 D  
Common Stock 12/13/2012   M   8,750 A $ 4.37 16,588.437 D  
Common Stock 12/13/2012   S   11,625 D $ 18.0206 (2) 4,963.437 D  
Common Stock               5,736 I By 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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) 12/12/2012   M     3,000 12/12/2012 12/12/2012 Common Stock 3,000 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 7.53 12/13/2012   M     2,875   (3) 12/12/2016 Common Stock 2,875 $ 0 0 D  
Employee Stock Option (Right to Buy) $ 4.37 12/13/2012   M     8,750   (3) 12/12/2016 Common Stock 8,750 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Mayman Todd A.
C/O GANNETT CO., INC.
7950 JONES BRANCH DRIVE
MCLEAN, VA 22107
      Sen. VP, Gen. Counsel and Sec.  

Signatures

 /s/ Todd A. Mayman   12/14/2012
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Each restricted stock unit represents a contingent right to receive one share of the underlying common stock.
(2) The price reported in Column 4 is the weighted average price. These shares were sold in multiple transactions at prices ranging from $17.985 to $18.065, inclusive. The reporting person undertakes to provide to the issuer, any security holder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
(3) The option is fully vested.

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