Sec Form 4 Filing - SMITH DAVID D @ SINCLAIR BROADCAST GROUP INC - 2020-12-23

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 SMITH DAVID D 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 (Last) (First) (Middle) C/O SINCLAIR BROADCAST GROUP, 10706 BEAVER DAM ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2020 (Street) HUNT VALLEY, MD21030 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

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 Stock Appreciation Rights ( 1 ) 12/23/2020 J( 2 ) 638,298 02/24/2020 02/24/2030 Class A Common Stock 638,298 $ 0 1,605,032 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SMITH DAVID D C/O SINCLAIR BROADCAST GROUP 10706 BEAVER DAM ROAD HUNT VALLEY, MD21030 X X Executive Chairman Signatures Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney 12/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As noted on the Form 4 filed on February 26, 2020 reporting the grant of the Stock Appreciation Rights, the Stock Appreciation Right is exercisable at the price equal in value to the difference between the stock appreciation rights base value of $28.20 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. ( 2 )On February 24, 2020, the Reporting Person received a grant of a Stock Appreciation Right (SAR) award of 638,298 shares of Sinclair Class A common stock. In connection with the settlement of certain derivative litigation relating to the Issuer's terminated merger with Tribune Media Company, the Reporting Person cancelled and returned this grant of a SAR award of 638,298 shares.

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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