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 HARRIETT J

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
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

4370 PEACHTREE ROAD, NE

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2006

(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 Class (GTN)								85,500	D
Common Class A (GTN.A)								10,400	D
Common Class (GTN)								118,950	I	Spouse
Common Class (GTN)								43,750	I	Trustee for Children
Common Class A (GTN.A)								1,062,380	I	Trustee for Children
Common Class (GTN)								35,000	I	Delta Fire & Casualty Ins. Co.
Common Class A (GTN.A)								33,750	I	Delta Fire & Casualty Ins. Co.
Common Class (GTN)								10,000	I	Delta Life Ins. Co.
Common Class A (GTN.A)								135,795	I	Delta Life Ins. Co.
Common Class A (GTN.A)								221,706	I	Bankers Fidelity Life Ins. Co.
Common Class (GTN)								6,000	I	Georgia Casualty & Surety Co.
Common Class A (GTN.A)								132,354	I	Georgia Casualty & Surety Co.
Common Class (GTN)								72,000	I	Associated Casualty Ins. Co.
Common Class A (GTN.A)								22,000	I	Associated Casualty Ins. Co.
Common Class (GTN)								50,000	I	American Southern Ins. Co.
Common Class (GTN)								4,261 ⁽¹⁾	I	Spouse 401 K Plan
Common Class A (GTN.A)								101,200	I	Gulf Capital Services, Ltd.
Common Class A (GTN.A)								634,340	D
Common Class A (GTN.A)	09/13/2006		P		4,000	A	$ 7.11	845,375	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)

$ 15.39

11/19/2000

11/19/2008

GTN.A

11,570

spouse

Option - Common Stock (GTN)

$ 10.93

11/20/2005

11/20/2008

GTN

45,720

spouse

Option - Common Stock (GTN)

$ 9.58

09/30/2004

09/30/2007

GTN

125,730

spouse

Option - Common Stock (GTN)

$ 9.82

01/07/2004

01/07/2007

GTN

76,581

spouse

Series C Pref Stock

$ 13.07

04/22/2007

04/22/2012

GTN

41,316

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

27,544 ⁽³⁾

Trustee for children

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

27,544 ⁽³⁾

Trustee for children

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

133,894 ⁽³⁾

175

Georgia Casualty and Surety Co.

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

133,894 ⁽³⁾

175

Bankers Fidelity Life Insurance Co.

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

228,003 ⁽³⁾

298

Delta Life Insurance Co.

Series C Pref Stock

$ 13.07 ⁽²⁾

04/22/2007

04/22/2012

GTN

38,256 ⁽³⁾

Delta Fire & Casualty Insurance Co.

Option - Common Stock (GTN)

$ 12.3 ⁽⁴⁾

05/19/2005

11/19/2007

GTN

57,150 ⁽⁴⁾

57,150

Spouse

Options-Common Stock (GTN)

$ 9.71 ⁽⁴⁾

06/07/2005

06/07/2010

GTN

142,875 ⁽⁴⁾

142,875

Spouse

Reporting Owners

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

Signatures

Dottie Boudreau by power of attorney		09/15/2006
^**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)	Held in 401K plan and based on plan statement as of 12/31/05.
(2)	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 $13.07 per share (as adjusted for spin off of TCM). 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.
(3)	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 ($13.07 as adjusted for spin off of TCM).
(4)	Reflects anti-dilution adjustment undertaken as a result of the spin-off completed on December 30, 2005.

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