Edgar Filing: GRAY TELEVISION INC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

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(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

ROBINSON J MACK

2. Issuer Name and Ticker or Trading Symbol
GRAY TELEVISION INC [GTN]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Chairman & CEO

(Last)

(First)

(Middle)

4370 PEACHTREE ROAD,NE

3. Date of Earliest Transaction (Month/Day/Year)
11/03/2005

(Street)

ATLANTA, GA 30319

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (GTN)								113,950	D
Common Stock (GTN)								80,500	I	Spouse
Common Class A Stock (GTN.A)								10,400	I ⁽¹⁾	Spouse
Common Stock (GTN)								43,750	I	Spouse as Trustee for Children
Common Class A Stock (GTN.A)								1,062,380	I	Spouse as Trustee for Children
Common Stock (GTN)								35,000	I	Delta Fire & Casualty Ins. Co.
Common Class A Stock (GTN.A)								33,750	I	Delta Fire & Casualty Ins. Co.
Common Stock (GTN)								10,000	I	Delta Life Ins. Co.
Common Class A Stock (GTN.A)								135,795	I	Delta Life Ins. Co.
Common Class A Stock (GTN.A)								221,706	I	Bankers Fidelity Life Ins. Co.
Common Stock (GTN)								6,000	I	Georgia Casualty & Surety Co.
Common Class A Stock (GTN.A)								132,354	I	Georgia Casualty & Surety Co.
Common Stock (GTN)								72,000	I	Assoc. Casualty Insurance Co.
Common Class A Stock (GTN.A)								22,000	I	Assoc. Casualty Insurance Co.
Common Stock (GTN)								50,000	I	American Southern Insurance Co.
Common Stock (GTN)								4,628 ⁽²⁾	D
Common Class A Stock (GTN.A)								76,900	I	Gulf Capital Services, Ltd.
Common Class A Stock (GTN.A)	11/03/2005		P		10,000	A	$ 9.2777	478,775	D
Common Class A Stock (GTN.A)	11/03/2005		P		2,000	A	$ 9.29	609,840	I	Spouse

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option - Class A Common Stock (GTN.A)

$ 17.81

11/19/2000

11/19/2008

GTN.A

10,000

Option - Common Stock (GTN)

$ 12.5

11/20/2005

11/20/2008

GTN

40,000

Option - Common Stock (GTN)

$ 10.95

09/30/2004

09/30/2007

GTN

110,000

Option - Common Stock (GTN)

$ 11.23

01/07/2004

01/07/2007

GTN

67,000

Series C Pref Stock

$ 14.39

04/22/2007

04/22/2012

GTN

37,526

Spouse

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

25,017 ⁽⁴⁾

Spouse as Trustee for Children

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

25,017 ⁽⁴⁾

Spouse as Trustee for Children

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

121,612 ⁽⁴⁾

175

Georgia Casualty and Surety Co.

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

121,612 ⁽⁴⁾

175

Bankers Fidelity Life Insurance Co.

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

207,088 ⁽⁴⁾

298

Delta Life Insurance Co.

Series C Pref Stock

$ 14.39 ⁽³⁾

04/22/2007

04/22/2012

GTN

34,746 ⁽⁴⁾

Delta Fire & Casualty Insurance Co.

Option - Common Stock (GTN)

$ 14.06

05/19/2005

11/19/2007

GTN

50,000

Options-Common Stock (GTN)

$ 11.1

06/07/2005

06/07/2010

GTN

125,000

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
ROBINSON J MACK 4370 PEACHTREE ROAD,NE ATLANTA, GA 30319	X		Chairman & CEO

Signatures

J. S. Cowart IV by power of attorney		11/04/2005
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	Shares are held in an IRA account.
(2)	Held in 401K plan.
(3)	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 $14.39 per share. 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.
(4)	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 ($14.39).

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