gray-sc13ga.htm

SC 13G/A 1 gray-sc13ga.htm SC 13G/A gray-sc13ga.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Gray Television, Inc.

(Name of Issuer)

Common Stock (Title of Class of Securities)

389375106

(CUSIP Number)

February 14, 2022

(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).

CUSIP No. 389375106

Page 2 of 12

(1)	Names of reporting persons 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		(5)	Sole voting power 2,200,000⁽¹⁾
shares beneficially owned by		(6)	Shared voting power 0
each reporting person		(7)	Sole dispositive power 2,200,000⁽¹⁾
with:		(8)	Shared dispositive power 0
(9)	Aggregate amount beneficially owned by each reporting person 2,200,000⁽¹⁾
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9) 2.5%
(12)	Type of reporting person (see instructions) OO

(1)MBX Capital, LLC previously filed a Schedule 13G on July 14, 2021 to reflect ownership of 4,598,675 shares of common stock (which represented 5.2%). As of December 31, 2021, MBX Capital’s ownership was 2,200,000, or 2.5%, of the outstanding common stock of the Issuer.

CUSIP No. 389375106

Page 3 of 12

(1)	Names of reporting persons 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		(5)	Sole voting power 6,483,722⁽¹⁾
shares beneficially owned by		(6)	Shared voting power 7,831,798⁽²⁾
each reporting person		(7)	Sole dispositive power 6,483,722⁽¹⁾
with:		(8)	Shared dispositive power 6,483,722⁽¹⁾
(9)	Aggregate amount beneficially owned by each reporting person 7,831,798⁽²⁾
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9) 8.8%
(12)	Type of reporting person (see instructions) IN

(1)Includes (i) 2,200,000 shares of common stock held by MBX Capital LLC, of which Manoj Bhargava is the owner, (ii) 2,141,861 shares of common stock held by Simplify Inventions, LLC, of which Manoj Bhargava has majority voting control, (iii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, which is a wholly owned subsidiary of Simplify Inventions, LLC, of which Manoj Bhargava has majority voting control.

(2)Includes (i) 2,200,000 shares of common stock held by MBX Capital LLC, (ii) 2,141,861 shares of common stock held by Simplify Inventions, LLC, (iii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, and (iv) 1,348,076 shares of common stock held by Hans Singapore Investments Pte. Ltd. In addition, pursuant to voting agreement, Manoj Bhargava maintains the voting power over the shares maintained by Hans Singapore Investments Pte. Ltd. and may be deemed to have beneficial ownership over those same shares as a result.

CUSIP No. 389375106

Page 4 of 12

(1)	Names of reporting persons Simplify Inventions, 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		(5)	Sole voting power 4,283,722⁽¹⁾
shares beneficially owned by		(6)	Shared voting power 0
each reporting person		(7)	Sole dispositive power 4,283,722⁽¹⁾
with:		(8)	Shared dispositive power 0
(9)	Aggregate amount beneficially owned by each reporting person 4,283,722⁽¹⁾
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9) 4.8%
(12)	Type of reporting person (see instructions) OO

(1)Includes (i) 2,141,861 shares of common stock held by Simplify Inventions, LLC, and (ii) 2,141,861 shares of common stock held by Innovation Ventures, LLC, which is a wholly owned subsidiary of Simplify Inventions, LLC.

CUSIP No. 389375106

Page 5 of 12

(1)	Names of reporting persons 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		(5)	Sole voting power 2,141,861
shares beneficially owned by		(6)	Shared voting power 0
each reporting person		(7)	Sole dispositive power 2,141,861
with:		(8)	Shared dispositive power 0
(9)	Aggregate amount beneficially owned by each reporting person 2,141,861
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9) 2.4%
(12)	Type of reporting person (see instructions) OO

CUSIP No. 389375106

Page 6 of 12

(1)	Names of reporting persons 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		(5)	Sole voting power 1,348,076
shares beneficially owned by		(6)	Shared voting power 0
each reporting person		(7)	Sole dispositive power 1,348,076
with:		(8)	Shared dispositive power 0
(9)	Aggregate amount beneficially owned by each reporting person 1,348,076
(10)	Check if the aggregate amount in Row (9) excludes certain shares (see instructions) ☐
(11)	Percent of class represented by amount in Row (9) 1.5%
(12)	Type of reporting person (see instructions) FI

CUSIP No. 389375106

Page 7 of 12

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

CUSIP No. 389375106

Page 8 of 12

389375106

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.

CUSIP No. 389375106

Page 9 of 12

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 14, 2022.
99.2	Item 8 Information

SCHEDULE 13G

CUSIP No. 389375106

Page 10 of 2

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 14, 2022

MBX CAPITAL LLC

By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava
Title:	Manager

ManOj Bhargava

By:	/s/ Manoj Bhargava
Name:	Manoj Bhargava

SIMPLIFY INVENTIONS, 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

SEC Form SC 13G/A filed by Gray Television Inc. (Amendment)