Smith David D Form 4 SINCLAIR BROADCAST / DAVID D SMITH ownership change

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

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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).

1. Name and Address of Reporting Person^*

SMITH DAVID D

(Last) (First) (Middle)

C/O SINCLAIR BROADCAST GROUP

10706 BEAVER DAM ROAD

(Street)

HUNT VALLEY 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)
03/17/2021

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	03/17/2021		M(1)		300,000	A	$12.07	907,154(2)	D
Class A Common Stock	03/17/2021		D		95,415	D	$37.95	811,739(2)	D
Class A Common Stock	03/17/2021		M(1)		400,000	A	$11.68	1,211,739(2)	D
Class A Common Stock	03/17/2021		D		123,109	D	$37.95	1,088,630(2)	D
Class A Common Stock	03/17/2021		M(1)		500,000	A	$14.21	1,588,630(2)	D
Class A Common Stock	03/17/2021		D		187,220	D	$37.95	1,401,410(2)	D
Class A Common Stock	03/17/2021		M(1)		200,000	A	$27.86	1,601,410(2)	D
Class A Common Stock	03/17/2021		D		146,825	D	$37.95	1,454,585(2)	D
Class A Common Stock	03/17/2021		M(1)		205,032	A	$24.93	1,659,617(2)	D
Class A Common Stock	03/17/2021		D		134,689	D	$37.95	1,524,928(2)	D
Class A Common Stock	03/17/2021		M(1)		548,446	A	$33.05	2,073,374(2)	D
Class A Common Stock	03/17/2021		D		477,632	D	$37.95	1,595,742(2)	D
Class A Common Stock	03/17/2021		F(3)		477,488	D	$37.15	1,118,254(2)	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	$12.07	03/17/2021		M(1)			300,000	03/22/2011	03/22/2021	Class A Common Stock	300,000	$0	1,853,478	D
Stock Appreciation Rights	$11.68	03/17/2021		M(1)			400,000	03/09/2012	03/09/2022	Class A Common Stock	400,000	$0	1,453,478	D
Stock Appreciation Rights	$14.21	03/17/2021		M(1)			500,000	02/05/2013	02/05/2023	Class A Common Stock	500,000	$0	953,478	D
Stock Appreciation Rights	$27.86	03/17/2021		M(1)			200,000	02/11/2014	02/11/2024	Class A Common Stock	200,000	$0	753,478	D
Stock Appreciation Rights	$24.93	03/17/2021		M(1)			205,032	02/05/2015	02/05/2025	Class A Common Stock	205,032	$0	548,446	D
Stock Appreciation Rights	$33.05	03/17/2021		M(1)			548,446	02/19/2021	02/19/2031	Class A Common Stock	548,446	$0	0	D

Explanation of Responses:

1. Designates exercise of derivative security

2. Reporting Person also owns (i) 6,911,072.227 shares of Class B Common Stock, (ii) 323,708 shares of Class A Common Stock issued as Restricted Stock, (iii) 12,717.065621 shares of Class A Common Stock held in a 401(k) unitized stock fund. The Reporting Person 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 Stock held by a limited liability company controlled by the Reporting Person, and (iv) 803,178 shares of Class A Common Stock held f/b/o David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit.

3. Designates shares withheld to satisfy the Reporting Person's tax liability for all transactions reported on this Form 4.

	Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney	03/19/2021
	** 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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