Amendment: Executive Chairman Smith David D bought $1,500,135 worth of shares (97,285 units at $15.42), increasing direct ownership by 8% to 1,380,525 units (SEC Form 4)
$SBGI
Broadcasting
Industrials
| FORM 4 |
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 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Sinclair, Inc. [ SBGI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 03/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) 04/01/2025 |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 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 | 03/28/2025 | P | 97,285 | A | $15.42(1) | 1,380,525(2) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Class B Common Stock | $0 | 03/28/2025 | G(1) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 2,537,372(4)(5) | D | ||||
| Class B Common Stock | $0 | 03/28/2025 | A(7) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 373,700 | I | By David D. Smith / BECS 2025, SERIES I Irrevocable Trust(8) | |||
| Class B Common Stock | $0 | 03/28/2025 | G(3) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 2,163,672(5)(6) | D | ||||
| Class B Common Stock | $0 | 03/28/2025 | A(7) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 373,700 | I | By David D. Smith / DBS 2025, SERIES I Irrevocable Trust(8) | |||
| Class B Common Stock | $0 | 03/28/2025 | G(3) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 1,789,972(5)(6) | D | ||||
| Class B Common Stock | $0 | 03/28/2025 | A(7) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 373,700 | I | By David D. Smith / JBSS 2025, SERIES I Irrevocable Trust(8) | |||
| Class B Common Stock | $0 | 03/28/2025 | G(3) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 1,416,272(5)(6) | D | ||||
| Class B Common Stock | $0 | 03/28/2025 | A(7) | 373,700 | (4) | (4) | Class B Common Stock | 373,700 | $0 | 373,700 | I | By David D. Smith / MJSS 2025, SERIES I Irrevocable Trust(8) | |||
| Explanation of Responses: |
| 1. The purchase price is a weighted average for the purchase reported. The range of prices for this purchase was $15.32-$15.50. The Reporting Person undertakes to provide, upon request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price. |
| 2. The Reporting Person also directly owns (i) 1,416,272 shares of Class B Common Stock, (ii) 398,229 shares of Class A Common Stock issued as Restricted Stock, and (iii) 18,815.923349 shares of Class A Common Stock held in a 401(k) unitized stock fund. He 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) 4,000,000 shares of Class B Common Stock held by trusts f/b/o family members, (iv) 162,553 shares of Class A Common Stock held by a limited liability company controlled by the Reporting Person, and (v) 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 benefit. |
| 3. Gift to Trust f/b/o Reporting Person's child. |
| 4. The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date. |
| 5. After giving effect to the transactions reported on this Form 4, the Reporting Person directly owns 1,416,272 shares of Class B Common Stock. |
| 6. Reporting Person also directly owns (i) 1,380,525 shares of Class A Common Stock (ii) 398,229 shares of Class A Common Stock issued as Restricted Stock, and (iii) 18,823.964222 shares of Class A Common Stock held in a 40l(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 f/b/o 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 of David D. Smith Family Foundation, Inc., which the Reporting Person controls, but does not derive any benefit. |
| 7. Acquired by gift from Reporting Person. |
| 8. The Reporting Person has the right to substitute the corpus of the trust. |
| Remarks: |
| This amendment is being filed solely to correct a ministerial error in the original Form 4. Due to an inadvertent omission, the acquisition of 97,285 Class A Shares was not reported in the original filing, although it was intended to be included. |
| Anastasia Thomas Nardangeli, Esq., on behalf of David D. Smith, by Power of Attorney | 03/12/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||