Smith David D Form 5 SINCLAIR BROADCAST / DAVID D SMITH ownership change

SEC Form 5

FORM 5

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

ANNUAL 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

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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.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

SMITH DAVID D

(Last) (First) (Middle)

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. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2018

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
				Amount	(A) or (D)	Price
Class B Common Stock	08/15/2018		G(1)	121,000	A	$0	6,211,072.227(2)(4)	D
Class B Common Stock	08/15/2018		G(3)	121,000	D	$0	121,000(2)(4)(5)	I	By Irrevocable Trust 2018 BECS
Class B Common Stock	08/15/2018		G(6)	121,000	A	$0	6,211,072.227(2)(4)	D
Class B Common Stock	08/15/2018		G(3)	121,000	D	$0	121,000(2)(4)(5)	I	By Irrevocable Trust 2018 BECS II
Class B Common Stock	08/15/2018		G(7)	121,000	A	$0	6,211,072.227(2)(4)	D
Class B Common Stock	08/15/2018		G(3)	121,000	D	$0	121,000(2)(4)(5)	I	By Irrevocable Trust 2018 JBSS
Class B Common Stock	08/15/2018		G(8)	121,000	A	$0	6,211,072.227(2)(4)	D
Class B Common Stock	08/15/2018		G(3)	121,000	D	$0	121,000(2)(4)(5)	I	By Irrevocable Trust 2018 MJSS
Class B Common Stock	08/15/2018		G(9)	121,000	A	$0	6,211,072.227(2)(4)	D
Class B Common Stock	08/15/2018		G(3)	121,000	D	$0	121,000(2)(4)(5)	I	By Irrevocable Trust 2018 DBS

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)
					(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Distribution of Class B Common Stock to Reporting Person from independent trustee pursuant to the terms of the Irrevocable Trust Agreement/BECS dated August 2, 2017.

2. The Reporting Person directly owns (i) 119,592 shares of Class A Common Stock, (ii) 11,097.398179 shares of Class A Common Stock held in a 401(k) unitized stock fund, and (iii) 59,172 shares of Class A Common Stock issued as Restricted 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., and (v) 395,000 shares of Class B Common Stock held in separate irrevocable trusts f/b/o family members.

3. Gifted to Trust f/b/o Reporting Person's child.

4. After giving effect to all reported transactions on this Form 5, the Reporting Person directly owns 6,211,072.227 shares of Class B Common Stock at the end of the issuer's fiscal year.

5. The Reporting Person has the right to substitute the corpus of the trust.

6. Distribution of Class B Common Stock to Reporting Person from independent trustee pursuant to the terms of the Irrevocable Trust Agreement/BECS II dated August 2, 2017.

7. Distribution of Class B Common Stock to Reporting Person from independent trustee pursuant to the terms of the Irrevocable Trust Agreement/JBSS dated August 2, 2017.

8. Distribution of Class B Common Stock to Reporting Person from independent trustee pursuant to the terms of the Irrevocable Trust Agreement/MJSS dated August 2, 2017.

9. Distribution of Class B Common Stock to Reporting Person from independent trustee pursuant to the terms of the Irrevocable Trust Agreement/DBS dated August 2, 2017.

	Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney	01/28/2019
	** 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).
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