GCI New Gannett Co Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Gannett Co., Inc.

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

36472T109

(CUSIP Number)

December 31, 2023

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☒ Rule 13d-1(b)

☐ Rule 13d-1(c)

☐ Rule 13d-1(d)

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 36472T109

Gannett Co., Inc. (the “Issuer”)

7950 Jones Branch Drive

Mclean, Virginia 22107

The name of the person filing this report (the “Reporting Person”) is:

Alta Fundamental Advisers LLC (“Alta Advisers”)

The address of the principal business office of the Reporting Person is:

1500 Broadway Suite 704

New York, NY 10036

Alta Advisers is a New York limited liability company

Common Stock, par value $0.01 per share (the “Common Stock”)

36472T109

☐ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o)

☐ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

☐ Insurance Company as defined in Section 3(a)(19) of the Act.

☐ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

☒ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E)).

☐ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

☐ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

☐ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

☐ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

☐ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);

☐ Group, in accordance with §240.13d-1(b)(1)(ii)(K).

The information required by this item with respect to the Reporting Person is set forth in Rows 5 through 9 and 11 of the cover page to this Schedule 13G. The ownership percentage is based on 148,876,080 shares of Common Stock outstanding as of October 30, 2023, as reported in the Issuer’s Form 10-Q filed on November 2, 2023.

Funds and clients advised by Alta Advisers directly hold 13,146,482 shares of Common Stock.

If this statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☐.

Not applicable.

Not applicable.

Not applicable.

Not applicable.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under §240.14a-11.

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: February 14, 2024