UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

____________________________________

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No.     )*

 

____________________________________

 

(Name of Issuer)

(Title of Class of Securities)

(CUSIP Number)

(Date of Event Which Requires Filing of this Statement)

____________________________________

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

☐ Rule 13d-1(b)

 

☒ Rule 13d-1(c)

 

☐ Rule 13d-1(d)

 

 

The information required in 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).

  

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sinclair Broadcast Group, Inc. (the “Issuer”)

 

 

10706 Beaver Dam Road

Hunt Valley, Maryland 21030

 

 

This statement is being filed by the following persons with respect to the shares of Class A Common Stock of the Issuer directly owned by TBC Master LP (“TBC Master”):

 

 

 

 

 

 

The above parties are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons”.

 

 

The address for each of the Reporting Persons (except TBC Master) is:

 

c/o Three Bays Capital LP

222 Berkeley Street, 19th Floor

Boston, Massachusetts 02116

 

The address for TBC Master is:

 

c/o Morgan Stanley Fund Services (Cayman) Ltd.

Cayman Corporate Centre

27 Hospital Road

George Town, Grand Cayman KY1-9008

Cayman Islands

 

Three Bays Capital – Delaware

 

TBC GP – Delaware

TBC Master – Cayman Islands

 

TBC Partners GP – Delaware

 

Matthew Sidman – United States

 

 

Class A Common Stock, $0.01 par value (“Class A Common Stock”)

 

 

829226109

 

 

 

For each of the Reporting Persons:

 

 

 

 

 

 

 

 

The percentages of beneficial ownership of Class A Common Stock above are based on 76,071,145 shares of Class A Common Stock of the Issuer outstanding as of November 6, 2017, as disclosed in the Issuer’s Form 10-Q filed with the SEC on November 8, 2017.

 

Three Bays Capital is the investment manager of TBC Master. TBC GP is the General Partner of Three Bays Capital. TBC Partners GP is the General Partner of TBC Master. Matthew Sidman is the Managing Member of TBC GP and TBC Partners GP.

Each Reporting Person may be deemed to beneficially own the Class A Common Stock held directly by TBC Master, but neither the filing of this Schedule 13G nor any of its contents shall be deemed to constitute an admission that any Reporting Person other than TBC Master is the beneficial owner of Class A Common Stock referred to herein for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose (including, without limitation, any tax purposes) and each of the Reporting Persons other than TBC Master expressly disclaims beneficial ownership of all shares of Class A Common Stock held directly by TBC Master and any assertion or presumption that it and the other persons on whose behalf this statement is filed constitute a “group”.

  

 

Not applicable.

 

Certain feeder funds that are limited partners of TBC Master have the right to receive dividends from, and proceeds from, the sale of the Class A Common Stock directly held by TBC Master.

 

 

Not applicable.

 

 

Not applicable.

 

 

Not applicable.

 

 

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

 

 

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.
 

 

 

 

 

EXHIBIT INDEX

 

 

Exhibit 1

 

JOINT FILING AGREEMENT PURSUANT TO RULE 13d-1(k)(1)

 

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G shall be filed on behalf of each of the undersigned without the necessity of filing additional joint filing statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe such information is inaccurate.