Company Update

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D. C. 20549     FORM 8-K/A (Amendment No. 1)     CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported) M ay 5, 2021 ( May 3, 2021 )     Gray Television, Inc. (Exact Name of Registrant as Specified in Its Charter)       Georgia   001-13796   58-0285030 (State or Other Jurisdiction of Incorporation)   (Commission File Number)   (IRS Employer Identification No.)   4370 Peachtree Road , NE , Atlanta , Georgia   30319 (Address of Principal Executive Offices)   (Zip Code) 404 - 504-9828 (Registrant’s Telephone Number, Including Area Code) Not Applicable (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 ( see General Instruction A.2. below):     ☐ 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)) Securities registered pursuant to Section 12(b) of the Act:   Title of each Class   Trading Symbol(s)   Name of each exchange on which registered Class A common stock (no par value)   GTN.A   New York Stock Exchange common stock (no par value)   GTN   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company   ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐       EXPLANATORY NOTE This Current Report on Form 8-K/A amends the Current Report on Form 8-K filed by Gray Television, Inc. (the “Company”) with the Securities and Exchange Commission on May 3, 2021 (the “Original Report”) in order to file herewith, as Exhibit 2.1, the Agreement and Plan of Merger, dated May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation. The Original Report otherwise remains unchanged.   Item 9.01 Financial Statements and Exhibits. (d)    Exhibits.   2.1    Agreement and Plan of Merger, dated as of May 3, 2021, by and among Gray Television, Inc., Gray Hawkeye Stations, Inc., and Meredith Corporation.* 104    Cover Page Interactive Data File (embedded within the Inline XBRL document)   * Certain schedules to the Merger Agreement have been omitted pursuant to Item 601(b)(2) of Regulation S-K. A copy of any omitted schedule will be furnished to the Securities and Exchange Commission upon request. 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. May 5, 2021     By:   /s/ James C. Ryan     Name:   James C. Ryan     Title:   Executive Vice President and Chief Financial Officer