Gray Television Inc - Statement of Changes in Beneficial Ownership (4)
January 15 2008 - 10:54AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
ROBINSON HARRIETT J
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2. Issuer Name
and
Ticker or Trading Symbol
GRAY TELEVISION INC
[
GTN
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
4370 PEACHTREE ROAD, NE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/11/2008
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(Street)
ATLANTA, GA 30319
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Class (GTN)
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90500
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D
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Common Class A (GTN.A)
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1/11/2008
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P
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1900
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A
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$7.72
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744140
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D
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Common Class (GTN)
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118950
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I
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Spouse
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Common Class (GTN)
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157250
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I
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Trustee for Children
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Common Class A (GTN.A)
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1104180
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I
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Trustee for Children
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Common Class (GTN)
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35000
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I
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Delta Fire & Casualty Ins. Co.
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Common Class A (GTN.A)
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33750
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I
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Delta Fire & Casualty Ins. Co.
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Common Class (GTN)
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10000
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I
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Delta Life Ins. Co.
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Common Class A (GTN.A)
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135795
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I
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Delta Life Ins. Co.
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Common Class A (GTN.A)
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221706
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I
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Bankers Fidelity Life Ins. Co.
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Common Class (GTN)
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6000
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I
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Georgia Casualty & Surety Co.
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Common Class A (GTN.A)
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132354
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I
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Georgia Casualty & Surety Co.
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Common Class (GTN)
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50000
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I
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Association Casualty Ins. Co.
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Common Class A (GTN.A)
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32000
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I
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Association Casualty Ins. Co.
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Common Class (GTN)
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50000
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I
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American Southern Ins. Co.
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Common Class (GTN)
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4341
(1)
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I
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Spouse 401 K Plan
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Common Class A (GTN.A)
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124200
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I
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Gulf Capital Services, Ltd.
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Common Class (GTN)
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2400
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D
(2)
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Common Class A (GTN.A)
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1055976
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I
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Spouse
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Common Class A (GTN.A)
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1/14/2008
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P
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2500
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A
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$7.70
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746640
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Option - Class A Common Stock (GTN.A)
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$15.39
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11/19/2000
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11/19/2008
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GTN.A
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11570
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11570
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I
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spouse
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Option - Common Stock (GTN)
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$10.93
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11/20/2005
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11/20/2008
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GTN
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45720
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45720
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I
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spouse
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Series C Pref Stock
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$13.07
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4/22/2007
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4/22/2012
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GTN
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41316
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54
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D
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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27544
(4)
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36
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I
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Trustee for children
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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27544
(4)
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36
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I
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Trustee for children
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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133719
(4)
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0
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I
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Georgia Casualty and Surety Co.
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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133894
(4)
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175
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I
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Bankers Fidelity Life Insurance Co.
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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228003
(4)
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298
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I
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Delta Life Insurance Co.
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Series C Pref Stock
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$13.07
(3)
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4/22/2007
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4/22/2012
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GTN
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38256
(4)
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50
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I
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Delta Fire & Casualty Insurance Co.
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Options-Common Stock (GTN)
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$9.71
(5)
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6/7/2005
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6/7/2010
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GTN
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142875
(5)
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142875
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I
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Spouse
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Explanation of Responses:
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(
1)
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Held in 401K plan and based on plan statement as of 12/31/06.
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(
2)
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Shares are held in an IRA account.
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(
3)
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In April of 2002, the Company issued Series C Preferred Stock to Mr. Robinson and certain of his affiliates in exchange for Series A and Series B Preferred Stock then held by Mr. Robinson. The Series C Preferred Stock is convertible into the Company's Common Stock ("GTN")at a conversion price of $13.07 per share (as adjusted for spin off of TCM). The Series C Preferred Stock is redeemable at the Company's option on or after April 22, 2007 and is subject to mandatory redemption on April 22, 2012 at a value of $10,000 per share.
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(
4)
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Each share of Series C Preferred Stock is convertible into a number of shares of common stock determined by dividing the liquidation preference ($10,000) by the conversion price ($13.07 as adjusted for spin off of TCM).
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(
5)
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Reflects anti-dilution adjustment undertaken as a result of the spin-off completed on December 30, 2005.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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ROBINSON HARRIETT J
4370 PEACHTREE ROAD, NE
ATLANTA, GA 30319
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X
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Signatures
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Dottie Boudreau by power of attorney
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1/15/2008
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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