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 *
SMITH J DUNCAN
  2. Issuer Name and Ticker or Trading Symbol
Sinclair, Inc. [SBGI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Secretary
(Last)
(First)
(Middle)
10706 BEAVER DAM RD
3. Date of Earliest Transaction (Month/Day/Year)
04/03/2024
(Street)

COCKEYSVILLE, MD 21030
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)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class B Common Stock $ 0 04/03/2024   J(1)   1,094,900     (2)   (2) Class B Common Stock 1,094,900 $ 13.09 6,401,586 (3) D  
Class B Common Stock $ 0 04/03/2024   G(4)     1,094,900   (2)   (2) Class B Common Stock 1,094,900 $ 0 5,306,686 (3) D  
Class B Common Stock $ 0 04/03/2024   G(4)   1,094,900     (2)   (2) Class B Common Stock 1,094,900 $ 0 1,094,900 (3) I By 2024 Irrevocable Trust Series I (5)

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
SMITH J DUNCAN
10706 BEAVER DAM RD
COCKEYSVILLE, MD 21030
  X   X   Secretary  

Signatures

 Clinton R. Black, V, Esq., on behalf of J. Duncan Smith, by Power of Attorney   04/05/2024
**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) Reporting Person exercised his right to substitute the corpus of the trust and withdrew the shares from the trust f/b/o Reporting Person's children.
(2) The Class B Common Stock is convertible at the Reporting Person's election and has no expiration date.
(3) The Reporting Person also owns (i) 185 shares of Class A Common Stock and (ii) 17,443.588235 shares of Class A Common Stock held in a 401(k) unitized stock fund. The Reporting Person indirectly owns 137,154 shares of Class B Common Stock divided equally among three irrevocable trusts each for the benefit of a child of the Reporting Person of which the Reporting Person is a co-trustee.
(4) Gifted to Trust f/b/o Reporting Person's family members.
(5) The Reporting Person has the right to substitute the corpus of trust.

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