8-K 1 gtn20161107b_8k.htm FORM 8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934

Date of Report (Date of earliest event reported): November 8, 2016 (November 8, 2016)

GRAY TELEVISION, INC.

(Exact Name of Registrant as Specified in Its Charter)

Georgia (State or Other Jurisdiction of Incorporation) | 001-13796 (Commission File Number) | 58-0285030 (IRS Employer Identification No.)
| 4370 Peachtree Road, NE, Atlanta, GA 30319 (Address of Principal Executive Office) |

Registrant’s telephone number, including area code (404) 504 - 9828

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

□ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

□ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

□ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

□ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01. Regulation FD Disclosure.

Beginning on November 9, 2016 and from time to time, Gray Television, Inc. (the “Company”) intends to meet with, and make presentations to, prospective investors. A copy of the slides that may be used in connection with or referenced in such meetings is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information set forth under this Item 7.01 is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as may be expressly set forth by specific reference in such filing.

Item 8.01. Other Events.

On November 8, 2016, the Company issued a press release announcing an increase in the size of the Company’s share repurchase authorization, pursuant to which the Company may purchase up to an additional $75.0 million of its common stock prior to December 31, 2019.

A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Number |  | Exhibit
99.1 |  | Slide presentation
99.2 |  | Press release dated November 8, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

|  | GRAY TELEVISION, INC.
Date: November 8, 2016 | By: | /s/ James C. Ryan
|  | James C. Ryan Executive Vice President and Chief Financial Officer

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EXHIBIT index

Number |  | Exhibit
99.1 |  | Slide presentation
99.2 |  | Press release dated November 8, 2016

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