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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock Appreciation Right | (4) | 02/26/2019 | A | 250,000 | 02/26/2019 | 02/26/2029 | Class A Common Stock | 250,000 | $ 0 | 3,085,000 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SMITH DAVID D C/O SINCLAIR BROADCAST GROUP 10706 BEAVER DAM ROAD COCKEYSVILLE, MD 21030 |
X | X | Executive Chairman |
Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney | 02/28/2019 | |
**Signature of Reporting Person | Date |
* | 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) | Common Stock issued as Restricted Stock which vests 50% on February 26, 2020 and 50% on February 26, 2021. |
(2) | N/A |
(3) | Common Stock issued as Restricted Stock. Reporting Person also directly owns (i) 119,592 shares of Class A Common Stock, (ii) 11,171.08246 shares of Class A Common Stock held in a 401(k) unitized stock fund, 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) 161,353 shares of Class A Common Stock 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. |
(4) | The Stock Appreciation Right is exercisable at the price equal in value to the difference between the stock appreciation right's base value of $32.81 per stock appreciation right which is the fair market value of one share as of the grant date, and the per share closing price of Sinclair Broadcast Group, Inc. common stock on the date of exercise. |