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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
SMITH DAVID D

(Last) (First) (Middle)
C/O SINCLAIR BROADCAST GROUP
10706 BEAVER DAM ROAD

(Street)
COCKEYSVILLE MD 21030

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SINCLAIR BROADCAST GROUP INC [ SBGI ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
X Officer (give title below) Other (specify below)
Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
05/09/2019
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
Class A Common Stock 05/09/2019 M 104,968 A $24.93 224,560(1) D
Class A Common Stock 05/09/2019 D 42,773 D $61.18 181,787(1) D
Class A Common Stock 05/09/2019 M 400,000 A $31.4 581,787(1) D
Class A Common Stock 05/09/2019 D 205,296 D $61.18 376,491(1) D
Class A Common Stock 05/09/2019 M 500,000 A $35.7 876,491(1) D
Class A Common Stock 05/09/2019 D 291,762 D $61.18 584,729(1) D
Class A Common Stock 05/09/2019 M 225,000 A $33.8 809,729(1) D
Class A Common Stock 05/09/2019 D 124,305 D $61.18 685,424(1) D
Class A Common Stock 05/09/2019 M 250,000 A $32.81 935,424(1) D
Class A Common Stock 05/09/2019 D 134,072 D $61.18 801,352(1) D
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
Stock Appreciation Rights $24.93 05/09/2019 M 104,968 02/02/2015 02/02/2025 Class A Common Stock 104,968 $0 2,980,032 D
Stock Appreciation Rights $31.4 05/09/2019 M 400,000 03/01/2016 03/01/2026 Class A Common Stock 400,000 $0 2,580,032 D
Stock Appreciation Rights $35.7 05/09/2019 M 500,000 02/14/2017 02/14/2027 Class A Common Stock 500,000 $0 2,080,032 D
Stock Appreciation Rights $33.8 05/09/2019 M 225,000 02/28/2018 02/28/2028 Class A Common Stock 225,000 $0 1,855,032 D
Stock Appreciation Rights $32.81 05/09/2019 M 250,000 02/26/2019 02/26/2029 Class A Common Stock 250,000 $0 1,605,032 D
Explanation of Responses:
1. The Reporting Person also directly owns (i)11,617.693636 shares of Class A Common Stock held in a 401(k) unitized stock fund, (ii) 134,172 shares of Class A Common Stock issued as Restricted Stock and (iii) 6,211,072.227 shares of Class B Common Stock. The Reporting Person also indirectly owns (i)28,160 shares of Class A Common Stock held in separate custodial accounts established by the Reporting Person for the benefit of family members of which the Reporting Person is the custodian, (ii) 338,400 shares of Class A Common Stock held by trusts f/b/o family members of which the Reporting Person is a trustee, (iii) 162,553 shares of Class A Common held by a limited liability company controlled by the Reporting Person (iv)354,000 shares of Class A Common Stock held f/b/o David D. Smith Foundation, Inc., which the Reporting Person controls, but does not derive any benefit, and (v) 1,000,000 shares of Class B Common Stock held by trusts f/b/o family members.
Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney 05/10/2019
** 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.