SEC Form 4 · accession 0001250842-19-000026
SINCLAIR BROADCAST GROUP INC · SBGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David D Smith
Officer — Executive Chairman · Director · 10% Owner
Period of report
Feb 26, 2019
Accepted (ET)
Feb 28, 2019 · 3:47 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000912752
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Feb 26, 2019 | A | 75,000 | — | A | 134,172 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock Appreciation RightF4 | — | Feb 26, 2019 | A | 250,000 | A | Feb 26, 2019 | Feb 26, 2029 | Class A Common Stock | 250,000 | 3,085,000 | D |
Explanation of responses
- F1Common Stock issued as Restricted Stock which vests 50% on February 26, 2020 and 50% on February 26, 2021.
- F2N/A
- F3Common 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.
- F4The 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.