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 OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

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/YYYY)

12/23/2020
(Street)

HUNT VALLEY, MD 21030
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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 Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Stock Appreciation Rights  (1)12/23/2020  J (2)    638298  2/24/2020 2/24/2030 Class A Common Stock 638298 $0 1605032 D  

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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
SMITH DAVID D
C/O SINCLAIR BROADCAST GROUP
10706 BEAVER DAM ROAD
HUNT VALLEY, MD 21030
XXExecutive Chairman

Signatures
Clinton R. Black, V, Esq., on behalf of David D. Smith, by Power of Attorney12/23/2020
**Signature of Reporting PersonDate

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