UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 21)*
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13(D)-1(A) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(A)
SINCLAIR BROADCAST GROUP, INC.
(Name of Issuer)
CLASS A COMMON STOCK, $.01 PAR VALUE
(Title of Class of Securities)
829226-10-9
(CUSIP Number)
J. Duncan Smith
c/o Sinclair Broadcast Group, Inc.
10706 Beaver Dam Road
Hunt Valley, Maryland 21030
(410) 568-1500
with copies to:
Jeffrey B. Grill
Pillsbury Winthrop Shaw Pittman LLP
1200 Seventeenth Street NW
Washington, D.C. 20036-3006
(202) 663-9201
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
March 13, 2020
(Date of Event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
(Continued on following pages)
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
DAVID D. SMITH |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
28,795.561 |
9 |
SOLE DISPOSITIVE POWER
11,453,090 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,795.561
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5% (1) (2)
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
(1) The percentage of Class A Common Stock, par value $0.01 per share ("Class A Common Stock") the reporting persons as a group would have if they all converted their shares of Class B Common Stock, par value $0.01 per share ("Class B Common Stock") into Class A Common Stock.
(2) Based on 65,477,303 shares of Class A Common Stock and 24,727,682 shares of Class B Common Stock outstanding as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
FREDERICK G. SMITH |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
28,795.561
|
9 |
SOLE DISPOSITIVE POWER
3,960,451 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,795.561
|
12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5% (1)(2)
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
(2) Based on 65,477,303 shares of Class A Common Stock and 24,727,682 shares of Class B Common Stock outstanding as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
J. DUNCAN SMITH |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
28,795.561 |
9 |
SOLE DISPOSITIVE POWER
7,025,518
|
10 |
SHARED DISPOSITIVE POWER
0 |
11 |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,795.561
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5% (1)(2)
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14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
(2) Based on 65,477,303 shares of Class A Common Stock and 24,727,682 shares of Class B Common Stock outstanding as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
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1 |
NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only)
ROBERT E. SMITH |
2 |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [X] (b) [ ]
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3 |
SEC USE ONLY
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4 |
SOURCE OF FUNDS (See Instructions)
OO |
5 |
CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS OR ACTIONS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
6 |
CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES |
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 |
SOLE VOTING POWER
0 |
8 |
SHARED VOTING POWER
28,795.561
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9 |
SOLE DISPOSITIVE POWER
6,356,502 |
10 |
SHARED DISPOSITIVE POWER
0 |
11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
28,795.561
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12 |
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [X]
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13 |
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.5% (1)(2) |
14 |
TYPE OF REPORTING PERSON (See Instructions)
IN |
(1) The percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock.
(2) Based on 65,477,303 shares of Class A Common Stock and 24,727,682 shares of Class B Common Stock outstanding as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
This Amendment No. 21 amends the Schedule 13D initially filed on July 24, 1996 (together, with all amendments thereto, the “Schedule 13D”) and is filed to report changes in the beneficial ownership of shares by David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith, each of whom is a member of the Group, as defined in the Schedule 13D.
Item 1. Security and Issuer.
No material change.
Item 2. Identity and Background.
No material change.
Item 3. Source and Amount of Funds of Other Consideration.
No material change.
Item 4. Purpose of Transaction.
Item 4 of this Schedule 13D is amended by adding the following:
The Group is filing this Amendment No. 21 to report an increase in the percentage of shares beneficially owned by the Group due to share repurchases by the Issuer.
Item 5. Interest in Securities of the Issuer.
(a - b) The following table sets forth the aggregate number and percentage of shares of Class A Common Stock and Class B Common Stock owned individually by each member of the Group as of March 13, 2020. Holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time and therefore, each share of Class B Common Stock represents beneficial ownership of one share of Class A Common Stock. Except as noted, each person has sole power to vote or direct the vote and to dispose or direct the disposition of all of the shares set forth below and no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities. By virtue of the Stockholders’ Agreement dated April 2, 2015, by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (the “Stockholders’ Agreement”), each member of the Group is required to vote all of his Class A Common Stock and Class B Common Stock in favor of the other members of the Group to cause their election as directors. Each member may be deemed to beneficially own the shares of Common Stock individually owned by the other members. Nevertheless, each member of the group disclaims beneficial ownership of the shares owned by the other members of the group.
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| Shares of Class B Common Stock Beneficially Owned | Shares of Class A Common Stock Beneficially Owned | Percent of Total Voting | Percent of Total Voting |
Name | Number | Percent (1) | Number | | Percent (2) | Power (1)(3) | Power (1)(4) |
David D. Smith | 6,911,072 | 27.9% | 11,453,090 | (5) | 15.3% | 23.4% | 4.5% |
Frederick G. Smith | 3,500,000 | 14.2% | 3,960,451 | (6) | 5.7% | 11.3% | 1.4% |
J. Duncan Smith | 6,991,366 | 28.3% | 7,025,518 | (7) | 9.7% | 22.4% | 2.8% |
Robert E. Smith | 6,331,804 | 25.6% | 6,356,502 | (8) | 8.9% | 20.3% | 2.5% |
Reporting Persons as a Group (4 persons) | 23,734,242 | 96.0% | 28,795,561 | | 31.5% | 77.0% | 28.4% |
(1) Based on 65,477,303 shares of Class A Common Stock and 24,727,682 shares of Class B Common Stock outstanding as reported in the Issuer’s Proxy Statement filed with the Securities and Exchange Commission on April 22, 2020.
(2) The first four rows of this column set forth the percentage of Class A Common Stock each reporting person would beneficially own if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not. The last row in this column shows the percentage of Class A Common Stock the reporting persons as a group would have if they all converted their shares of Class B Common Stock into Class A Common Stock. As of March 13, 2020, there were 65,477,303 shares of Class A Common Stock outstanding.
(3) Holders of Class A Common Stock are entitled to one vote per share and holders of Class B Common Stock are entitled to ten votes per share except for votes relating to “going private” and certain other transactions. Holders of both classes of Common Stock will vote together as a single class on all matters presented for a vote, except as otherwise may be required by Maryland law, and holders of Class B Common Stock may exchange their shares of Class B Common Stock into Class A Common Stock at any time. This column sets forth the voting power each reporting person has on the matters on which shares of Class B Common Stock have ten votes per share, and the voting power the reporting persons as a group have on such matters.
(4) The first four rows of this column set forth the voting power each reporting person would have on matters on which the shares of Class B Common Stock have ten votes per share if he converted his shares of Class B Common Stock to Class A Common Stock and the other reporting persons did not. The last row in this column shows the voting power the reporting persons as a group would have if they all converted their shares of Class B Common Stock into shares of Class A Common Stock.
(5) Includes 6,911,072 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 3,255,000 shares held by irrevocable trusts established for the benefit of family members; 12,305 shares held in the 401(k) Plan; 366,560 shares of Class A Common Stock held in irrevocable trusts or custodial accounts established by David D. Smith; 654,000 shares of Class A common Stock held in trust for the David D. Smith Foundation; 162,553 shares in a limited liability company controlled by David D. Smith; 756,332 shares of Class A Common Stock; 346,938 shares of restricted Class A Common Stock; and shares of Class A Common Stock related to 2,243,330 outstanding SARs with exercise prices ranging from $11.68 to $28.20. The number of shares of Class A Common Stock issued is determined by dividing the amount from the difference between the aggregate market value of the shares underlying the SARs and the aggregate exercise price of the SARs by the market share price on the date of exercise. There would have been 246,563 shares of Class A Common Stock issued, assuming that all of the outstanding SARs were exercised on March 13, 2020, based on the closing value of Class A Common Stock on March 13, 2020 of $16.15 and the underlying exercise prices of the SARs.
(6) Includes 3,500,000 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, 300,000 shares of Class A Common Stock held in irrevocable trusts established by Frederick G. Smith, 149,000 shares of Class A Common Stock and 11,451 shares held in the 401(k) Plan.
(7) Includes 6,991,366 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common Stock, including 854,054 shares of Class B Common Stock held in irrevocable trusts established by J. Duncan Smith for the benefit of family members; 22,580 shares of Class A Common Stock held in custodial accounts established by J. Duncan Smith for the benefit of family members, of which he is the custodian; 185 shares of Class A Common Stock; and 11,387 shares of Class A Common Stock held in the 401(k) Plan.
(8) Includes 6,331,804 shares of Class B Common Stock beneficially owned, each of which is convertible into one share of Class A Common stock, including 395,000 shares held in an irrevocable trust established by Robert E. Smith for the benefit of family members, of which he is the trustee; 20,000 shares of Class A Common Stock; 4,000 shares of Class A Common Stock in a jointly held account with immediate family members; and 698 shares held in the 401(k) Plan.
(c) The following table sets forth information regarding transactions in shares by each member of the Group in the past 60 days.
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Date | Type of Transaction | Number of Shares |
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Transactions by David D. Smith | |
2/24/20 | Acquisition of stock appreciation rights | 638,298 |
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3/17/20 | Purchase of Class B Common Stock from trusts | 3,255,000 |
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3/17/20 | Gift of Class B Common Stock to trusts | 3,255,000 |
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Transactions by Frederick G. Smith | |
3/17/20 | Purchase of Class A Common Stock from trusts | 300,000 |
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3/17/20 | Gift of Class A Common Stock to trusts | 300,000 |
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Transactions by J. Duncan Smith | |
3/17/20 | Purchase of Class B Common Stock from trusts | 716,900 |
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3/17/20 | Gift of Class B Common Stock to trust | 716,900 |
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Transactions by Robert E. Smith | |
3/17/20 | Purchase of Class B Common Stock from trust | 250,000 |
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3/17/20 | Gift of Class B Common Stock to trust | 250,000 |
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(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
No material change.
Item 7. Material to be Filed as Exhibits.
(1) Joint Filing Agreement.
(2) Stockholders’ Agreement dated April 2, 2015 by and among David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith (Incorporated by reference from the Issuer’s Current Report on Form 8-K filed on April 6, 2015).
[SIGNATURES APPEAR ON FOLLOWING PAGE]
SIGNATURES
After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, the undersigned certify that the information set forth in this amendment is true, complete and correct.
Dated: April 22, 2020
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/s/ David D. Smith |
David D. Smith |
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/s/ Frederick G. Smith |
Frederick G. Smith |
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/s/ J. Duncan Smith |
J. Duncan Smith |
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/s/ Robert E. Smith |
Robert E. Smith |
EXHIBIT 1
JOINT FILING AGREEMENT AMONG
DAVID D. SMITH, FREDERICK G. SMITH,
J. DUNCAN SMITH and ROBERT E. SMITH
WHEREAS, in accordance with Rule 13d-1(k) under the Securities and Exchange Act of 1934, as amended (the “Act”), only one joint Statement and any amendments thereto need be filed whenever one or more persons are required to file such a Statement or any amendments thereto pursuant to Section 13(d) of the Act with respect to the same securities, provided that said persons agree in writing that such Statement or any amendments thereto is filed on behalf of each of them;
NOW, THEREFORE, the parties hereto agree as follows:
David D. Smith, Frederick G. Smith, J. Duncan Smith and Robert E. Smith do hereby agree, in accordance with Rule 13d-1(k) under the Act, to file Amendment No. 21 to the Statement on Schedule 13D relating to their ownership of the Common Stock of Sinclair Broadcast Group, Inc. and do hereby further agree that said statement shall be filed on behalf of each of them.
Dated: April 22, 2020
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/s/ David D. Smith |
David D. Smith |
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/s/ Frederick G. Smith |
Frederick G. Smith |
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/s/ J. Duncan Smith |
J. Duncan Smith |
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/s/ Robert E. Smith |
Robert E. Smith |