GRAY MEDIA, INC

Major Shareholding Notification • Feb 8, 2023

SC 13G/A 1 d434302dsc13ga.htm SC 13G/A SC 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Gray Television, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

389375106

(CUSIP Number)

February 8, 2023

(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 remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

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 ).

| 1 | NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). MBX Capital
LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Michigan |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON
(See Instructions) OO

Page 2 of 10

| 1 | NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Manoj
Bhargava |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION United States of
America |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON
(See Instructions) IN

Page 3 of 10

| 1 | NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Simplify
Invention, LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Delaware |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON
(See Instructions) OO

Page 4 of 10

| 1 | NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Innovation
Ventures, LLC |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Michigan |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON
(See Instructions) OO

Page 5 of 10

| 1 | NAME OF REPORTING PERSONS. I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Hans Singapore
Investments Pte. Ltd. |
| --- | --- |
| 2 | CHECK THE APPROPRIATE BOX
IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐ |
| 3 | SEC USE ONLY |
| 4 | CITIZENSHIP OR PLACE OF
ORGANIZATION Singapore |

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:	SOLE VOTING POWER 0
6	SHARED VOTING POWER 0
7	SOLE DISPOSITIVE POWER 0
8	SHARED DISPOSITIVE POWER 0

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 0
10	CHECK BOX IF THE AGGREGATE
AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (See Instructions) ☐
11	PERCENT OF CLASS
REPRESENTED BY AMOUNT IN ROW (9) 0%
12	TYPE OF REPORTING PERSON
(See Instructions) FI

Page 6 of 10

ITEM 1. (a) Name of Issuer

Gray Television, Inc.

(b) Address of Issuer’s Principal Executive Offices

4370 Peachtree Road, NE

Atlanta, Georgia 30319

ITEM 2. (a) Name of Person Filing

This statement is filed by the following entities (collectively, referred to as the “ Reporting Persons ”):

• MBX Capital, LLC

• Manoj Bhargava

• Simplify Inventions, LLC

• Innovation Ventures, LLC

• Hans Singapore Investments Pte. Ltd.

(b) Address of Principal Business Office or, if none, Residence

The address of the principal business office for each of the Reporting Persons is:

• MBX Capital, LLC:

38955 Hills Tech Drive, Farmington Hills, MI 48331

• Manoj Bhargava:

29190 Earth Lane, Farmington Hills, MI 48331

• Simplify Inventions, LLC:

38955 Hills Tech Drive, Farmington Hills, MI 48331

• Innovation Ventures, LLC:

38955 Hills Tech Drive, Farmington Hills, MI 48331

• Hans Singapore Investments Pte. Ltd.:

6 Shenton Way #25-08, OUE Downtown, Singapore 068809

(c) Citizenship

• MBX Capital, LLC organized under the laws of Michigan.

• Manoj Bhargava is a United States citizen.

• Simplify Inventions, LLC organized under the laws of Delaware.

• Innovation Ventures, LLC organized under the laws of Michigan.

• Hans Singapore Investments Pte. Ltd. organized under the laws of Singapore.

(d) Title of Class of Securities

Common Stock (no par value)

(e) CUSIP Number

389375106

Page 7 of 10

ITEM 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

Not applicable.

ITEM 4. Ownership.

(a) Amount beneficially owned:

See Row 9 of cover page for each Reporting Person.

(b) Percent of class:

See Row 11 of cover page for each Reporting Person.

(c) Number of shares as to which the person has:

(i) Sole power to vote or to direct the vote:

See Row 5 of cover page for each Reporting Person.

(ii) Shared power to vote or to direct the vote:

See Row 6 of cover page for each Reporting Person.

(iii) Sole power to dispose or to direct the disposition of:

See Row 7 of cover page for each Reporting Person.

(iv) Shared power to dispose or to direct the disposition of:

See Row 8 of cover page for each Reporting Person.

ITEM 5. Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof certain of the Reporting Persons have ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☒.

ITEM 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

ITEM 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

Not applicable.

Page 8 of 10

ITEM 8. Identification and Classification of Members of the Group.

See Exhibit 99.2.

ITEM 9. Notice of Dissolution of Group.

Not applicable.

ITEM 10. Certification.

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.

Exhibit No.	Exhibit
99.1	Joint Filing Agreement by and among the Reporting Persons, dated February 8, 2023.
99.2	Item 8 Information

Page 9 of 10

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.

Date: February 8, 2023

MBX CAPITAL LLC
By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava
Title:	Manager
MANOJ BHARGAVA
By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava
SIMPLIFY INVENTION, LLC
By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava
Title:	Manager
INNOVATION VENTURES, LLC
By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava
Title:	Manager
HANS SINGAPORE INVESTMENTS PTE. LTD.
By:	/s/ Ravinder Sajwan
Name:	Ravinder Sajwan
Title:	Director

Page 10 of 10