SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
Gray
Television, Inc.
Class A
Common Stock, No Par Value Per Share
(Title of
Class of Securities)
_______
389375205
______
(CUSIP
Number)
Peter D.
Goldstein
GAMCO
Investors, Inc.
One
Corporate Center
Rye, New
York 10580-1435
(914)
921-7732
(Name,
Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
_____________
January 15,
2009
____________
(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 §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box
.
CUSIP No.
389375205
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
Gabelli
Funds,
LLC
I.D.
No. 13-4044523
|
2
|
Check
the appropriate box if a member of a group
(SEE
INSTRUCTIONS)
(a)
(b)
|
3
|
Sec
use only
|
4
|
Source
of funds
(SEE
INSTRUCTIONS)
00-Funds
of investment advisory clients
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
6
|
Citizenship
or place of organization
New
York
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
81,000
(Item 5)
|
:
8
:
:
:
|
Shared
voting power
None
|
:
9
:
:
:
|
Sole
dispositive power
81,000
(Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
81,000
(Item 5)
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS)
|
13
|
Percent
of class represented by amount in row (11)
1.41%
|
14
|
Type
of reporting person
(SEE
INSTRUCTIONS)
IA
|
CUSIP No.
389375205
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GAMCO
Asset Management
Inc.
I.D.
No. 13-4044521
|
2
|
Check
the appropriate box if a member of a group
(SEE
INSTRUCTIONS)
(a)
(b)
|
3
|
Sec
use only
|
4
|
Source
of funds
(SEE
INSTRUCTIONS)
00-Funds
of investment advisory clients
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
6
|
Citizenship
or place of organization
New
York
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
149,780
(Item 5)
|
:
8
:
:
:
|
Shared
voting power
None
|
:
9
:
:
:
|
Sole
dispositive power
206,780
(Item 5)
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
206,780
(Item 5)
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE
INSTRUCTIONS)
|
13
|
Percent
of class represented by amount in row (11)
3.59%
|
14
|
Type
of reporting person
(SEE
INSTRUCTIONS)
IA,
CO
|
CUSIP No.
389375205
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GGCP,
Inc.
I.D.
No. 13-3056041
|
2
|
Check
the appropriate box if a member of a group
(SEE
INSTRUCTIONS)
(a)
(b)
|
3
|
Sec
use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
6
|
Citizenship
or place of organization
New
York
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None
|
:
8
:
:
:
|
Shared
voting power
None
|
:
9
:
:
:
|
Sole
dispositive power
None
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
None
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE INSTRUCTIONS)
X
|
13
|
Percent
of class represented by amount in row (11)
None
|
14
|
Type
of reporting person
(SEE
INSTRUCTIONS)
HC,
CO
|
CUSIP No.
389375205
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
GAMCO
Investors,
Inc.
I.D.
No. 13-4007862
|
2
|
Check
the appropriate box if a member of a group
(SEE
INSTRUCTIONS)
(a)
(b)
|
3
|
Sec
use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
6
|
Citizenship
or place of organization
New
York
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None
|
:
8
:
:
:
|
Shared
voting power
None
|
:
9
:
:
:
|
Sole
dispositive power
None
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
None
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE INSTRUCTIONS)
X
|
13
|
Percent
of class represented by amount in row (11)
0.00%
|
14
|
Type
of reporting person
(SEE
INSTRUCTIONS)
HC,
CO
|
CUSIP No.
389375205
1
|
Names
of reporting persons
I.R.S.
identification nos. of above persons (entities only)
Mario
J. Gabelli
|
2
|
Check
the appropriate box if a member of a group
(SEE
INSTRUCTIONS)
(a)
(b)
|
3
|
Sec
use only
|
4
|
Source of funds
(SEE
INSTRUCTIONS)
None
|
5
|
Check
box if disclosure of legal proceedings is required pursuant to items 2 (d)
or 2 (e)
|
6
|
Citizenship
or place of organization
USA
|
Number
Of
Shares
Beneficially
Owned
By
Each
Reporting
Person
With
|
:
7
:
:
:
|
Sole
voting power
None
|
:
8
:
:
:
|
Shared
voting power
None
|
:
9
:
:
:
|
Sole
dispositive power
None
|
:10
:
:
:
|
Shared
dispositive power
None
|
11
|
Aggregate
amount beneficially owned by each reporting person
None
|
12
|
Check
box if the aggregate amount in row (11) excludes certain
shares
(SEE INSTRUCTIONS)
X
|
13
|
Percent
of class represented by amount in row (11)
0.00%
|
14
|
Type
of reporting person
(SEE
INSTRUCTIONS)
IN
|
Item
1.
Security and
Issuer
The class of equity securities to which
this statement on Schedule 13D relates is the Class A Common Stock of Gray
Television, Inc. (the “Issuer”), a Georgia corporation with principal offices
located at 4370 Peachtree Road, NE, Atlanta, Georgia 30319.
Item
2.
Identity and
Background
This
statement is being filed by Mario J. Gabelli (“Mario Gabelli”) and various
entities which he
directly
or indirectly controls or for which he acts as chief investment
officer. These entities engage in various aspects of the securities
business, primarily as investment adviser to various institutional and
individual clients, including registered investment companies and pension plans,
and as general partner of various private investment
partnerships. Certain of these entities may also make investments for
their own accounts.
The foregoing persons in the aggregate
often own beneficially more than 5% of a class of a particular
issuer. Although several of the foregoing persons are treated as
institutional investors for purposes of reporting their beneficial ownership on
the short-form Schedule 13G, the holdings of those who do not qualify as
institutional investors may exceed the 1% threshold presented for filing on
Schedule 13G or implementation of their investment philosophy may from time to
time require action which could be viewed as not completely
passive. In order to avoid any question as to whether their
beneficial ownership is being reported on the proper form and in order to
provide greater investment flexibility and administrative uniformity, these
persons have decided to file their beneficial ownership reports on the more
detailed Schedule 13D form rather than on the short-form Schedule 13G and
thereby to provide more expansive disclosure than may be necessary.
(a), (b) and (c) - This statement is
being filed by one or more of the following persons: GGCP,
Inc. (“GGCP”), GAMCO Investors, Inc. (“GBL”), Gabelli Funds, LLC
(“Gabelli Funds”), GAMCO Asset Management Inc. (“GAMCO”), Teton Advisors, Inc.
(“Teton Advisors”), Gabelli Securities, Inc. (“GSI”), Gabelli & Company,
Inc. (“Gabelli & Company”), MJG Associates, Inc. (“MJG Associates”), Gabelli
Foundation, Inc. (“Foundation”), and Mario Gabelli. Those
of the foregoing persons signing this Schedule 13D are hereafter referred to as
the “Reporting Persons”.
GGCP makes investments for its own
account and is the controlling shareholder of GBL. GBL, a public
company listed on the New York Stock Exchange, is the parent company for a
variety of companies engaged in the securities business, including those named
below.
GAMCO, a wholly-owned subsidiary of
GBL, is an investment adviser registered under the Investment Advisers Act of
1940, as amended (“Advisers Act”). GAMCO is an investment manager
providing discretionary managed account services for employee benefit plans,
private investors, endowments, foundations and others.
GSI, a majority-owned subsidiary of
GBL, is an investment adviser registered under the Advisers Act and serves as a
general partner or investment manager to limited partnerships and offshore
investment companies. As a part of its business, GSI may purchase or
sell securities for its own account. It is the immediate parent of
Gabelli & Company. GSI is the general partner or investment manager of a
number of funds or partnerships, including Gabelli Associates Fund, Gabelli
Associates Fund II, Gabelli Associates Limited, ALCE Partners, L.P., and Gabelli
Multimedia Partners, L.P. GSI and Marc Gabelli own 45% and 55%,
respectively, of Gabelli Securities International Limited (“GSIL”). GSIL
provides investment advisory services to offshore funds and
accounts. GSIL is an investment advisor of Gabelli
International Gold Fund Limited, Gabelli European Partners, Ltd., and Gabelli
Global Partners, Ltd.
Gabelli & Company, a wholly-owned
subsidiary of GSI, is a broker-dealer registered under the Securities Exchange
Act of 1934, as amended (“1934 Act”), which as a part of its business regularly
purchases and sells securities for its own account.
Gabelli Funds, a wholly owned
subsidiary of GBL, is a limited liability company. Gabelli Funds is an
investment adviser registered under the Advisers Act which presently provides
discretionary managed account services for The Gabelli Equity Trust Inc., The
Gabelli Asset Fund, The GAMCO Growth Fund, The Gabelli Convertible and Income
Securities Fund Inc., The Gabelli Value Fund Inc., The Gabelli Small Cap Growth
Fund, The Gabelli Equity Income Fund, The Gabelli ABC Fund, The GAMCO Global
Telecommunications Fund, GAMCO Gold Fund, Inc., The Gabelli Global Multimedia
Trust Inc., The GAMCO Global Convertible Securities Fund, Gabelli Capital Asset
Fund, GAMCO International Growth Fund, Inc., The GAMCO Global Growth Fund, The
Gabelli Utility Trust, The GAMCO Global Opportunity Fund, The Gabelli Utilities
Fund, The Gabelli Blue Chip Value Fund, The GAMCO Mathers Fund, The Gabelli
Woodland Small Cap Value Fund, The Comstock Capital Value Fund, The Gabelli
Dividend and Income Trust, The Gabelli Global Utility & Income Trust, The
Gabelli Global Gold, Natural Resources, & Income Trust, The Gabelli Global
Deal Fund, Gabelli Enterprise M&A Fund, The Gabelli SRI Fund, Inc. and The
Gabelli Healthcare & Wellness Rx Trust (collectively, the “Funds”), which
are registered investment companies.
GBL is the largest shareholder of Teton
Advisors, an investment adviser registered under the Advisers Act, which
provides discretionary advisory services to The GAMCO Westwood Mighty Mites
sm
Fund,
The GAMCO Westwood Income Fund , The GAMCO Westwood Small Cap Fund and B.B.
Micro-Cap Growth Fund.
MJG Associates provides advisory
services to private investment partnerships and offshore funds. Mario
Gabelli is the sole shareholder, director and employee of MJG
Associates. MJG Associates is the Investment Manager of Gabelli
International Limited, Gabelli International II Limited and Gabelli Fund,
LDC. Mario J. Gabelli is the general partner of Gabelli Performance
Partnership, LP.
The
Foundation is a private foundation. Mario Gabelli is the Chairman, a
Trustee and the
Investment
Manager of the Foundation. Elisa Gabelli Wilson is the President of the
Foundation.
Mario Gabelli is the majority
stockholder, Chief Executive Officer and a director of GGCP and Chairman and
Chief Executive Officer of GBL.
The Reporting Persons do not admit that
they constitute a group.
GBL, GAMCO, and Gabelli & Company
are New York corporations and GSI and Teton Advisors are Delaware corporations,
each having its principal business office at One Corporate Center, Rye, New York
10580. GGCP is a New York corporation having its principal business office at
140 Greenwich Avenue, Greenwich, CT 06830. Gabelli Funds is a New York limited
liability company having its principal business office at One Corporate Center,
Rye, New York 10580. MJG Associates is a Connecticut corporation
having its principal business office at 140 Greenwich Avenue, Greenwich, CT
06830. The Foundation is a Nevada corporation having its principal
offices at 165 West Liberty Street, Reno, Nevada 89501.
For information required by instruction
C to Schedule 13D with respect to the executive officers and directors of the
foregoing entities and other related persons (collectively, “Covered Persons”),
reference is made to Schedule I annexed hereto and incorporated herein by
reference.
(f) -
Reference is made to Schedule I hereto.
Item
3.
Source and Amount of Funds
or Other Consideration
The
Reporting Persons used an aggregate of approximately $4,829 to purchase the
Securities reported as beneficially owned in Item 5 since the most recent filing
on Schedule 13D. GAMCO used approximately $4,829 of funds that were provided
through the accounts of certain of their investment advisory clients (and, in
the case of some of such accounts at GAMCO, may be through borrowings from
client margin accounts) in order to purchase the Securities for such
clients.
Item
4.
Purpose of
Transaction
Each of the Reporting Persons has
purchased and holds the Securities reported by it for investment for one or more
accounts over which it has shared, sole, or both investment and/or voting power,
for its own account, or both.
The Reporting Persons are engaged in
the business of securities analysis and investment and pursue an investment
philosophy of identifying undervalued situations. In pursuing this
investment philosophy, the Reporting Persons analyze the operations, capital
structure and markets of companies in which they invest, including the Issuer,
on a continuous basis through analysis of documentation and discussions with
knowledgeable industry and market observers and with representatives of such
companies (often at the invitation of management). The Reporting
Persons do not believe they possess material inside information concerning the
Issuer. As a result of these analytical activities one or more of the
Reporting Persons may issue analysts reports, participate in interviews or hold
discussions with third parties or with management in which the Reporting Person
may suggest or take a position with respect to potential changes in the
operations, management or capital structure of such companies as a means of
enhancing shareholder values. Such suggestions or positions may
relate to one or more of the transactions specified in clauses (a) through (j)
of Item 4 of Schedule 13D including, without limitation, such matters as
disposing of one or more businesses, selling the company or acquiring another
company or business, changing operating or marketing strategies, adopting or not
adopting, certain types of anti-takeover measures and restructuring the
company’s capitalization or dividend policy.
Each of the Reporting Persons intends
to adhere to the foregoing investment philosophy with respect to the
Issuer. However, none of the Reporting Persons intends to seek
control of the Issuer or participate in the management of the Issuer, and any
Reporting Person that is registered as an investment company under the 1940 Act
will participate in such a transaction only following receipt of an exemption
from the SEC under Rule 17d-1 under the 1940 Act, if required, and in accordance
with other applicable law. In pursuing this investment philosophy,
each Reporting Person will continuously assess the Issuer’s business, financial
condition, results of operations and prospects, general economic conditions, the
securities markets in general and those for the Issuer’s securities in
particular, other developments and other investment opportunities, as well as
the investment objectives and diversification requirements of its shareholders
or clients and its fiduciary duties to such shareholders or
clients. Depending on such assessments, one or more of the Reporting
Persons may acquire additional Securities or may determine to sell or otherwise
dispose of all or some of its holdings of Securities. Although the
Reporting Persons share the same basic investment philosophy and although most
portfolio decisions are made by or under the supervision of Mario Gabelli, the
investment objectives and diversification requirements of various clients differ
from those of other clients so that one or more Reporting Persons may be
acquiring Securities while others are disposing of Securities.
With respect to voting of the
Securities, the Reporting Persons have adopted general voting policies relating
to voting on specified issues affecting corporate governance and shareholder
values. Under these policies, the Reporting Persons generally vote
all securities over which they have voting power in favor of cumulative voting,
financially reasonable golden parachutes, one share one vote, management cash
incentives and pre-emptive rights and against greenmail, poison pills,
supermajority voting, blank check preferred stock and super-dilutive stock
options. Exceptions may be made when management otherwise
demonstrates superior sensitivity to the needs of shareholders. In
the event that the aggregate voting position of all joint filers shall exceed
25% of the total voting position of the issuer then the proxy voting committees
of each of the Funds shall vote their Fund’s shares independently.
Each of the Covered Persons who is not
a Reporting Person has purchased the Securities reported herein as beneficially
owned by him for investment for his own account or that of one or more members
of his immediate family. Each such person may acquire additional
Securities or dispose of some or all of the Securities reported herein with
respect to him.
Other than as described above, none of
the Reporting Persons and none of the Covered Persons who is not a Reporting
Person has any present plans or proposals which relate to or would result in any
transaction, change or event specified in clauses (a) through (j) of Item 4 of
Schedule 13D.
Item
5.
Interest In Securities Of
The Issuer
(a) The
aggregate number of Securities to which this Schedule 13D relates is 287,780
shares, representing 5.00% of the 5,753,020 shares outstanding as reported by
the Issuer in its most recent form 10-Q for the quarter ended September 30,
2008. The Reporting Persons beneficially own those Securities as
follows:
Name
|
Shares
of
Common Stock
|
%
of Class of
Common
|
Gabelli
Funds
|
81,000
|
1.41%
|
GAMCO
|
206,780
|
3.59%
|
Mario Gabelli is deemed to have
beneficial ownership of the Securities owned beneficially by each of the
foregoing persons. GSI is deemed to have beneficial ownership of the Securities
beneficially owned by Gabelli & Company. GBL and GGCP are deemed
to have beneficial ownership of the Securities owned beneficially by each of the
foregoing persons other than Mario Gabelli and the Foundation.
(b) Each of the Reporting Persons and
Covered Persons has the sole power to vote or direct the vote and sole power to
dispose or to direct the disposition of the Securities reported for it, either
for its own benefit or for the benefit of its investment clients or its
partners, as the case may be, except that (i) GAMCO does not have authority to
vote 57,000 of the reported shares, (ii) with respect to the 8,000 shares of
Class A Common Stock held by the Gabelli Asset Fund, the 9,000 shares held by
the Gabelli Multimedia Trust Fund, the 41,000 shares held by the Gabelli Small
Cap Growth Fund and the 23,000 shares held by the Gabelli Equity Trust Fund, the
proxy voting committee of each such Fund has taken and exercises in its sole
discretion the entire voting power with respect to the shares held by such
Funds, (iii) the power of Mario Gabelli, GBL and GGCP is indirect with respect
to Securities beneficially owned directly by other Reporting
Persons.
(c) Information with respect to all
transactions in the Securities which were effected during the past sixty days or
since the most recent filing on Schedule 13D, whichever is less, by each of the
Reporting Persons and Covered Persons is set forth on Schedule II annexed hereto
and incorporated herein by reference.
(d) The investment advisory clients of,
or partnerships managed by, GAMCO, Gabelli Funds, Teton Advisers and MJG
Associates have the sole right to receive and, subject to the notice, withdrawal
and/or termination provisions of such advisory contracts and partnership
arrangements, the sole power to direct the receipt of dividends from, and the
proceeds of sale of, any of the Securities beneficially owned by such Reporting
Persons on behalf of such clients or partnerships. Except as noted,
no such client or partnership has an interest by virtue of such relationship
that relates to more than 5% of the Securities.
(e) Not
applicable.
Item
6.
Contracts, Arrangements,
Understandings or Relationships with Respect to Securities of the
Issuer
The powers of disposition and voting of
Gabelli Funds, Teton Advisers, GAMCO, GSI and MJG Associates with respect to
Securities owned beneficially by them on behalf of their investment advisory
clients, and of MJG Associates and GSI with respect to Securities owned
beneficially by them on behalf of the partnerships which they directly or
indirectly manage, are held pursuant to written agreements with such clients,
partnerships and funds.
Item
7.
Material to be Filed as an
Exhibit
The following Exhibit A is attached
hereto. The following Exhibit B is incorporated by reference to
Exhibit A in the Amendment No. 2 to Schedule 13D of the Reporting Persons with
respect to Lifecore Biomedical, Inc.
Exhibit
A:
|
Joint
Filing Agreement
|
Exhibit
B:
|
Powers
of Attorney to Peter D. Goldstein, Christopher J. Michailoff, and Douglas
R. Jamieson from Mario J. Gabelli
|
Signature
After reasonable inquiry and to the
best of my knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: January
26, 2009
GGCP, INC.
MARIO J. GABELLI
By:
/s/ Douglas R.
Jamieson
Douglas
R. Jamieson
Attorney-in-Fact
GABELLI
FUNDS, LLC
By:
/s/ Bruce N.
Alpert
Bruce N.
Alpert
Chief
Operating Officer – Gabelli Funds, LLC
GAMCO ASSET MANAGEMENT
INC.
GAMCO INVESTORS, INC.
By:
/s/ Douglas R.
Jamieson
Douglas
R. Jamieson
President & Chief Operating Officer – GAMCO Investors,
Inc.
President – GAMCO Asset Management
Inc.
Schedule
I
Information with
Respect to Executive
Officers and Directors of
the Undersigned
Schedule
I to Schedule 13D is amended, in pertinent part, as follows:
The
following sets forth as to each of the executive officers and directors of
the undersigned: his name; his business address; his present principal
occupation or employment and the name, principal business and address of
any corporation or other organization in which such employment is
conducted. Unless otherwise specified, the principal employer
of each such individual is GAMCO Asset Management Inc., Gabelli Funds,
LLC, Gabelli Securities, Inc., Gabelli & Company, Inc., Teton
Advisors, Inc., or GAMCO Investors, Inc., the business address of each of
which is One Corporate Center, Rye, New York 10580, and each such
individual identified below is a citizen of the United
States. To the knowledge of the undersigned, during the last
five years, no such person has been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors), and no such person
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction as a result of which he was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state
securities law or finding any violation with respect to such laws except
as reported in Item 2(d) of this Schedule
13D.
|
GGCP, Inc.
Directors:
|
|
Vincent J. Amabile
Mario
J. Gabelli
|
Business
Consultant
Chief
Executive Officer of GGCP, Inc., and Chairman & Chief Executive
Officer of GAMCO Investors, Inc.; Director/Trustee of all registered
investment companies advised by Gabelli Funds, LLC.
|
Marc J. Gabelli
|
Chairman
of The LGL Group, Inc.
|
Matthew R. Gabelli
|
Vice
President – Trading
Gabelli
& Company, Inc.
One
Corporate Center
Rye,
New York 10580
|
Charles C. Baum
Douglas
R. Jamieson
|
Secretary
& Treasurer
United
Holdings Co., Inc.
2545
Wilkens Avenue
Baltimore,
MD 21223
See
below
|
Joseph
R. Rindler, Jr.
|
Account
Executive for GAMCO Asset Management Inc.
|
Fredric
V. Salerno
|
Chairman;
Former Vice Chairman and Chief Financial Officer
Verizon
Communications
|
Vincent
Capurso
|
Vice
President Taxes, Barnes & Noble, Inc.
|
Vincent
S. Tese
|
Former
Director GAMCO Investors, Inc.
|
Michael
Gabelli
|
Director
|
|
|
Officers:
|
|
Mario J. Gabelli
|
Chief
Executive Officer and Chief Investment Officer
|
Michael G. Chieco
|
Chief
Financial Officer, Secretary
|
|
|
GAMCO Investors, Inc.
Directors:
|
|
Edwin
L. Artzt
Raymond
C. Avansino
Richard
L. Bready
|
Former
Chairman and Chief Executive Officer
Procter
& Gamble Company
900
Adams Crossing
Cincinnati,
OH 45202
Chairman
& Chief Executive Officer
E.L.
Wiegand Foundation
Reno,
NV 89501
Chairman
and Chief Executive Officer
Nortek,
Inc.
50
Kennedy Plaza
Providence,
RI 02903
|
Mario J. Gabelli
John
D. Gabelli
|
See
above
Senior
Vice President
|
|
|
Eugene
R. McGrath
|
Former
Chairman and Chief Executive Officer
Consolidated
Edison, Inc.
|
Robert
S. Prather
|
President
& Chief Operating Officer
Gray
Television, Inc.
4370
Peachtree Road, NE
Atlanta,
GA 30319
|
Officers:
|
|
Mario J. Gabelli
|
Chairman
and Chief Executive Officer
|
Douglas
R. Jamieson
Henry
G. Van der Eb
Bruce
N. Alpert
Jeffrey
M. Farber
Christopher
Michailoff
|
President
and Chief Operating Officer
Senior
Vice President
Senior
Vice President
Executive
Vice President and Chief Financial Officer
Acting
Secretary
|
|
|
GAMCO Asset Management Inc.
Directors:
|
|
Douglas R. Jamieson
Regina M. Pitaro
William S. Selby
|
|
Officers:
|
|
Mario J. Gabelli
|
Chief
Investment Officer – Value Portfolios
|
|
|
Douglas R. Jamieson
Jeffrey
M. Farber
Chistopher
J. Michailoff
|
President
Chief
Financial Officer
General
Counsel and Secretary
|
Gabelli Funds, LLC
Officers:
|
|
Mario J. Gabelli
|
Chief
Investment Officer – Value Portfolios
|
Bruce N. Alpert
|
Executive
Vice President and Chief Operating Officer
|
Agnes
Mullady
|
Vice
President and President Closed-End Fund Division
|
Teton Advisors, Inc.
Directors:
|
|
Bruce N. Alpert
Douglas
R. Jamieson
Nicholas
F. Galluccio
Alfred
W. Fiore
Edward
T. Tokar
|
See
above
See
above
Chief
Executive Officer and President
See
below
Beacon
Trust
Senior
Managing Director
333
Main Street
Madison,
NJ 07940
|
Officers:
|
|
Bruce N. Alpert
Nicholas
F. Galluccio
Jeffrey
M. Farber
|
Chairman
See
above
Chief
Financial Officer
|
|
|
Gabelli Securities, Inc.
|
|
Directors:
|
|
Robert W. Blake
|
President
of W. R. Blake & Sons, Inc.
196-20
Northern Boulevard
Flushing,
NY 11358
|
Douglas G. DeVivo
|
General
Partner of ALCE Partners, L.P.
One
First Street, Suite 16
Los
Altos, CA 94022
|
Douglas
R. Jamieson
|
President
|
Officers:
|
|
Douglas R. Jamieson
Christopher
J. Michailoff
Kieran
Caterina
|
See
above
Secretary
Chief
Financial Officer
|
Gabelli & Company, Inc.
Directors:
|
|
James G. Webster,
III
|
Chairman
& Interim President
|
Irene Smolicz
|
Senior
Trader
Gabelli
& Company, Inc.
|
Officers:
|
|
James G. Webster,
III
|
See
Above
|
Bruce N. Alpert
Diane
M. LaPointe
|
Vice
President - Mutual Funds
Controller/Financial
and Operations Principal
|
|
|
SCHEDULE
II
|
INFORMATION
WITH RESPECT TO
|
TRANSACTIONS
EFFECTED DURING THE PAST SIXTY DAYS OR
|
SINCE
THE MOST RECENT FILING ON SCHEDULE 13D (1)
|
SHARES
PURCHASED AVERAGE
|
DATE SOLD(-) PRICE(2)
|
|
COMMON
STOCK-GRAY TV INC CLASS A
|
|
|
|
|
|
GAMCO
ASSET MANAGEMENT INC.
|
|
|
|
|
1/20/09 200
1.0000
|
1/20/09 1,000- 1.0740
|
1/15/09 2,200 1.1564
|
1/14/09 1,000 1.1458
|
1/12/09 800
1.1087
|
1/09/09 600
1.0800
|
1/08/09 1,000
.9450
|
1/08/09 500
1.0000
|
1/07/09 1,500-
.8900
|
1/06/09 1,900
.8947
|
1/06/09 500-
.8900
|
1/05/09 1,000-
.6700
|
1/05/09 1,000-
.6910
|
12/31/08 300-
.5800
|
GABELLI
FUNDS, LLC.
|
GABELLI
EQUITY TRUST
|
12/30/08 1,000- .5300
|
|
(1)
UNLESS OTHERWISE INDICATED, ALL TRANSACTIONS WERE
EFFECTED
|
ON
THE NYSE.
|
|
|
|
|
|
|
|
(2)
PRICE EXCLUDES COMMISSION.
|
|
|
|
|
|
|
|
|
|
Exhibit
A
JOINT FILING
AGREEMENT
In accordance with Rule 13d-1(f) under
the securities Exchange Act of 1934, as amended, the undersigned hereby agree to
the joint filing with all other Reporting Entities (as such term is defined in
the Schedule 13D referred to below) on behalf of each of them of a statement on
Schedule 13D (including amendments thereto) with respect to the Class A Common
Stock of Gray Television Inc., and that this Agreement be included as an Exhibit
to such joint filing. This Agreement may be executed in any number of
counterparts all of which taken together shall constitute one and the same
instrument.
IN
WITNESS WHEREOF, the undersigned hereby execute this Agreement this January 26,
2009.
|
MARIO
J. GABELLI
GGCP,
INC.
MJG
ASSOCIATES, INC.
GABELLI
FOUNDATION, INC.
GABELLI
FUNDS, LLC
TETON
ADVISORS, INC.
GAMCO
ASSET MANAGEMENT INC.
GAMCO
INVESTORS, INC.
GABELLI
SECURITIES, INC.
GABELLI
& COMPANY, INC.
By:
/s/ Douglas R.
Jamieson
Douglas
R. Jamieson
Attorney-in-Fact
for Mario J. Gabelli & MJG Associates, Inc.
President,
Gabelli Securities, Inc.
Director
– GGCP, Inc.
Director
– Teton Advisors, Inc.
President
& Chief Operating Officer of the sole member of
Gabelli
Funds, LLC.
President
– GAMCO Asset Management Inc.
President
& Chief Operating Officer – GAMCO Investors,
Inc.
|
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