Sec Form 4 Filing - SMITH DAVID D @ SINCLAIR BROADCAST GROUP INC - 2021-03-17

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) 03/17/2021 (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 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 (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 $ 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

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 03/19/2021 Signature of Reporting Person Date

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.

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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