Sec Form 4 Filing - COWART JACKSON S IV @ GRAY TELEVISION INC - 2024-03-01

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, 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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1. Name and Address of Reporting Person COWART JACKSON S IV 2. Issuer Name and Ticker or Trading Symbol GRAY TELEVISION INC [ GTN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Accounting Officer (Last) (First) (Middle) 4370 PEACHTREE ROAD NE 3. Date of Earliest Transaction (MM/DD/YY) 03/01/2024 (Street) ATLANTA, GA30319 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Gray Common Stock - GTN 03/01/2024 F 6,264 D $ 5.72 5,591 D Gray Common Stock - GTN 03/01/2024 A 21,026 ( 1 ) A $ 0 26,617 D Gray Common Stock - GTN 15,226 ( 2 ) I By 401(k) Plan Gray Class A Common Stock - GTN.A 20 ( 3 ) I By 401(k) Plan Gray Common Stock - GTN 03/01/2024 F 4,962 D $ 5.72 18,528 ( 4 ) I Held by Spouse Gray Common Stock - GTN 03/01/2024 A 17,498 ( 1 ) A $ 0 36,026 ( 4 ) I Held by Spouse Gray Class A Common Stock - GTN.A 302 ( 3 ) I Held by Spouse

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COWART JACKSON S IV 4370 PEACHTREE ROAD NE ATLANTA, GA30319 Chief Accounting Officer Signatures /s/ Ginger Davis by Power of Attorney 03/05/2024 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents a grant of restricted stock units, which vests in full on March 1, 2025. ( 2 )Holdings under the 401(k) Plan have been updated to reflect the reporting person's current balance in the 401(k) Plan. ( 3 )Amounts are held in 401(k) Plan accounts. Amounts are unitized whereas employee investments in Gray Class A Common Stock are held in units rather than shares. Amounts estimate shares owned by dividing the value of the investment by the closing stock price on the last trading day prior to filing this report. ( 4 )In addition to shares held in spouses investment account, the amount also includes holdings under the spouses 401(k) Plan which have been updated to reflect the current balance in the spouses 401(k) Plan.

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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