Boger Richard Lee Form 5 GRAY TELEVISION / RICHARD LEE BOGER 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^*

BOGER RICHARD LEE

(Last) (First) (Middle)

4370 PEACHTREE ROAD

C/O GRAY TELEVISION, INC.

(Street)

ATLANTA GA 30319

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
GRAY TELEVISION INC [ GTN ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2023

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
Common Stock							59,790(1)	D
Class A Common Stock	04/05/2022		G	498	D	$0.00(2)	6,532	D
Class A Common Stock	04/01/2021		L	6	A	$18.22(3)	1,509	I	Custodian for Granchildren
Class A Common Stock	07/01/2021		L	3	A	$22.16(3)	1,512	I	Custodian for Granchildren
Class A Common Stock	10/01/2021		L	6	A	$21.53(3)	1,518	I	Custodian for Granchildren
Class A Common Stock	01/03/2022		L	6	A	$19.71(3)	1,524	I	Custodian for Granchildren
Class A Common Stock	04/01/2022		L	6	A	$22.61(3)	1,530	I	Custodian for Granchildren
Class A Common Stock	04/05/2022		G	498	A	$0.00(2)	2,028	I	Custodian for Granchildren
Class A Common Stock	07/01/2022		L	9	A	$15.49(3)	2,037	I	Custodian for Granchildren
Class A Common Stock	10/03/2022		L	9	A	$13.88(3)	2,046	I	Custodian for Granchildren
Class A Common Stock	01/03/2023		L	12	A	$10.62(3)	2,058	I	Custodian for Granchildren
Class A Common Stock	04/04/2023		L	15	A	$8.5(3)	2,073	I	Custodian for Granchildren

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. Total number of shares of common stock beneficially owned has been adjusted to include 97 shares of common stock that were inadvertently omitted from prior reports due to administrative error.

2. On April 5, 2022, the reporting person transferred 498 shares of Class A common stock by gift to one of the reporting person's grandchildren for which the reporting person is custodian.

3. Represents shares acquired through an automatic broker-administered dividend reinvestment program pursuant to a prior election made by the reporting person.

Remarks:

	/s/ Ginger Davis by Power of Attorney	01/12/2024
	** 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).
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