Attachment Exhibit E

This document pretains to SES-T/C-20190204-00064 for Transfer of Control on a Satellite Earth Station filing.

IBFS_SESTC2019020400064_1618284

Exhibit E Description of Transaction Gray Television, Inc. (“Gray”), through various subsidiaries, holds FCC licenses for the television stations listed herein (“FCC Licenses”). Currently, Gray is the sole shareholder of WVLT-TV, Inc. (“WVLT”) and Gray Media Group, Inc. (formerly known as Raycom Media, Inc., “GMGI”). WVLT in turn is the sole shareholder of Gray Television Group, Inc. (“GTGI”), which is the sole member of Gray Television Licensee, LLC. (“Gray Licensee”). GMGI is the sole shareholder of the following licensee entities: Raycom Media Licensee, LLC (“Raycom Licensee”); WXIX License Subsidiary, LLC; KNIN License Subsidiary, LLC; WBRC License Subsidiary, LLC; WFLX License Subsidiary, LLC; WVUE License Subsidiary, LLC; and KYOU Raycom License Subsidiary, LLC. (collectively, the “Raycom Fox Licensees”). This application seeks Commission consent to the pro forma reorganization of Gray to streamline its ownership structure. Specifically, the Raycom Fox Licensees will assign their FCC licenses to Raycom Licensee. 1 Next, GTGI will merge into GMGI, and GMGI will survive. Immediately thereafter, Gray Licensee will merge into Raycom Licensee, and Gray Licensee will survive. Consequently, upon consummation of these pro forma transactions, Gray will remain the sole shareholder of WVLT and GMGI, and GMGI will be the sole member of Gray Licensee. The current ownership structure of Gray is depicted on Figure 1, and the proposed ownership structure is depicted on Figure 2. Upon consummation of the pro forma transactions described in this application and the footnoted applications, the attributable interests in the FCC Licenses will continue to be held in the same proportions and by the same persons who were previously approved to hold those ownership interests. Accordingly, this transaction involves no substantial change in the beneficial ownership of the Licensees and use of the FCC Form 316 is appropriate. Gray’s qualifications were most recently passed upon by the Commission in connection with its acquisition of Raycom Media, Inc.2 Because this transaction is being undertaken solely for internal corporate purposes, there are no agreements relevant to this transfer. Additional information concerning the officers and directors of Gray and its subsidiaries is provided below. 1 Applications seeking the Commission’s consent to the assignment of the FCC Licenses from the Raycom Fox Licensees to Raycom Licensee are on file. See BALCDT-20190102ABO, BALCDT-20190102ABL, BALCDT- 20190102ABK, BALCDT-20190102ABM, BALCDT-20190102ABN, BALCDT-20190102ABI. 2 See BALCDT-20180709ACP, BAL-20180709ACQ, BALCDT-20180709ADP, BAL-20180709ADQ, BAL- 20180709ADR, BALCDT-20180709ACS, BALCDT-20180709ABP, BTCCDT-20180709ABN, BALCDT- 20180709AEW, BALCDT-20180709AEX, BALCDT-20180709ADD, BALCDT-20180709ACZ, BALCDT- 20180709ACH, BALH-20180709ACI, BAL-20180709ACJ, BALCDT-20180709ADY, BALCDT-20180709ADZ, BALCDT-20180709AEA, BALCDT-20180709AEB, BAL-20180709AEC, BAL-20180709AED, BAL- 20180709AEE, BALCDT-20180709ACV, BALCDT-20180709ADB, BALCDT-20180709ABT, BALCDT- 20180709ABV, BALCDT-20180709ADF, BALH-20180709ADG, BALCDT-20180709ADH, BAL-20180709ADI, BAL-20180709ADJ, BALCDT-20180709ABZ, BAL-20180709ACA, BAL-20180709ACB, BTCCDT- 20180709ABS, BALCDT-20180709ADM, BALCDT-20180709ADU, BALCDT-20180709ADW, BALCDT- 20180709AFB, BALCDT-20180709AEU, BTCCDT-20180709ACG, BALCDT-20180709ABQ, BALCDT- 20180709ABR, BALCDT-20180709ABY, BALCDT-20180709AEG, BALCDT-20180709ADT, BALCDT- 20180709ADK, BALCDT-20180709ACC, BALCDT-20180709ACE, BALCDT-20180709ACU, BALCDT- 20180709ACY, BTCCDT-20180709ACL, BALCDT-20180709ACF, BTCCDT-20180709ACO, BALCDT- 20180709ACD

The following charts provide the ownership information for the ownership structure of Gray Television, Inc. following consummation of the pro forma transaction. Gray Television Licensee, LLC 1 Gray Television Licensee, LLC Gray Media Group, Inc. 4370 Peachtree Road, NE 4370 Peachtree Road, NE Atlanta, GA 30319 Atlanta, GA 30319 2 Delaware Limited Liability Company Delaware Corporation 3 N/A Sole Member 4 N/A 100% 5 N/A N/A Name Citizenship Positional Interest % Votes % Total Assets Hilton H. Howell, Jr. US Director/Officer 0% 0% D. Patrick LaPlatney US Director/Officer 0% 0% Kevin P. Latek US Director/Officer 0% 0% James C. Ryan US Officer 0% 0% Robert J. Folliard, III US Officer 0% 0% Ellenann Yelverton US Officer 0% 0% Robin Collins US Officer 0% 0% Gray Media Group, Inc. (formerly Raycom Media, Inc.) 1 Gray Media Group, Inc. Gray Television, Inc. 4370 Peachtree Road, NE 4370 Peachtree Road, NE Atlanta, GA 30319 Atlanta, GA 30319 2 Delaware Corporation Georgia Corporation 3 N/A Sole Shareholder 4 N/A 100% 5 N/A N/A Name Citizenship Positional Interest % Votes % Total Assets Hilton H. Howell, Jr. US Director/ Officer 0% 0% D. Patrick LaPlatney US Director/Officer 0% 0% Kevin P. Latek US Director/Officer 0% 0%

The individuals listed below are officers of Gray Media Group, Inc. and U.S. Citizens. They hold no voting interest or percentage of the total assets. James C. Ryan Mark Gentner Debbie Bush Robert J. Folliard, III Michele D. Godard Daniel Cates Ellenann Yelverton Chris Gross Chris Conroy Bob Smith Liz Haltiwanger Ronna Corrente Nick Waller Jasmine Hardin Scott Dempsey Sandy Breland Annette Heath Eric Duncan Dave Burke Nancy Johnson Mike Elrod Matt Jaquint Eric Krebs Ted Fortenberry Mike King Allan Lancaster Collin Gaston Nick Matesi Kelly Landeen Kym Grinnage Greg McCastle Steve Lavin John Heislman Chris Mossman Kim Lee Jay Hiett J. Bradley Streit Ken Long Tim Ingram Mike Braun Laura Long Daniel Jackson Becky Meyer Brian McDonough Jama Killingworth John C. Alexander Neil Middleton Brent McClure Rick Burns Matt Moran Mark Mendenhall Robin Collins Brad Moses Sarah Miles Greg Conklin Terry McHugh Jonathan Mitchell Jackson S. Cowart, IV Tim Myers Kelvin Mize Sabra Cowart Mike Oates Erik Schrader Mike Fass John O’Brien Lyle Schulze Jan Goldstein Brad Odil Joe Sciortino Mike Jones Heather Peeples Ken Selvaggi Vance F. Luke Debbie Petersmark Larry Sibermann Becky Sheffield Thom Pritz Kathy Silk Diane Wilson Matt Pumo Pat Stacey Karen Youger Sasha Purciful Holly Steuart Jeff Anderson Sue Ramsett Dave Thomason Jay Barton Rick Rhoades John Ware Jim Beck Barry Schumaier Hatton Week James Berman Andrew Stewart Rick William Spencer Bienvenu Stacey Stewart Tim DeFazio Shannon Booth Don Vesely Matt Eldredge Roger Brokke Pete Veto Chris Fedele Ulysses Carlini Tim Walker Chris Fry Julia Campbell James Wareham Bruce Austin Alan Chatman Tregg White Jeffrey Benninghoff Tim Coles Mike Wright Rick Blangiardi Don Davis Luis Villarreal Mark Bunting Rick Dean Josh Young

Gray Television, Inc. The following individuals or entities are an officer, director or hold an attributable interest in Gray Television, Inc. Name Citizenship Positional Interest % Votes % Total Assets Harriet J. Robinson3 US Owner 28.32% 6.37% Hilton H. Howell, Jr.4 US Director/ Officer 6.66% 1.86% Atlantic American Corporation5 US Owner 6.0% 1.1% Richard L. Boger US Director Less than 1% Less than 1% T.L.(Gene) Elder US Director Less than 1% Less than 1% Luis A. Garcia US Director Less than 1% Less than 1% Richard B. Hare US Director Less than 1% Less than 1% Robin R. Howell US Director Less than 1% Less than 1% Howell W. Newton US Director Less than 1% Less than 1% Hugh E. Norton US Director Less than 1% Less than 1% Elizabeth R. Neuhoff US Director Less than 1% Less than 1% D. Patrick LaPlatney US Director/Officer Less than 1% Less than 1% Paul McTear US Director Less than 1% Less than 1% Rick Burns US Officer Less than 1% Less than 1% Robin Collins US Officer Less than 1% Less than 1% Kevin P. Latek US Officer Less than 1% Less than 1% James C. Ryan US Officer Less than 1% Less than 1% Bob Smith US Officer Less than 1% Less than 1% Nick Waller US Officer Less than 1% Less than 1% Jackson S. Cowart, IV US Officer Less than 1% Less than 1% Sabra Cowart US Officer Less than 1% Less than 1% Robert J. Folliard, III US Officer Less than 1% Less than 1% Vance F. Luke US Officer Less than 1% Less than 1% Jan Goldstein US Officer Less than 1% Less than 1% Becky Sheffield US Officer Less than 1% Less than 1% Ellenann Yelverton US Officer Less than 1% Less than 1% 3 The attributable ownership interest reported herein for Harriet Robinson includes: (i) her ownership of Class A Common Stock (ten votes each share) and Class B Common Stock (one vote each share); (ii) the stock held in trust for children or grandchildren; and (iii) shares held by companies controlled by Mrs. Robinson that own both Class A Common and Class B Common Stock of Gray except Atlantic American Corporation, which is reported separately above. 4 The attributable ownership interest reported herein for Hilton H. Howell, Jr. includes: (i) his individual ownership of Class A Common Stock (ten votes each share) and Class B Common Stock (one vote each share); and (ii) the stock owned by his wife, Robin R. Howell, and children. It is not represented that Mrs. Howell’s media interests are independently held and not subject to common influence or control. See In re Clarification of Commission Policies Regarding Spousal Attribution, Policy Statement, 7 FCC Rcd 1920, para. 1 (finding that “spouses’ media interests will not be attributed where the spouses’ disclosures confirm that such media interests are independently held and are not subject to common influence or control.”) 5 Atlantic American Corporation is controlled by Mrs. Robinson who owns more than 50% of the stock of this corporation.

Figure 1 Current Structure Gray Television, Inc. WVLT-TV, Inc. Gray Media Group, Inc. (formerly Raycom Media, Inc.) Gray Television Group, Inc. Raycom Media KNIN License Licensee, LLC Subsidiary, LLC WBRC License WFLX License Gray Television Subsidiary, LLC Subsidiary, LLC Licensee, LLC WVUE License KYOU Raycom Subsidiary, LLC License Subsidiary, LLC WXIX License Subsidiary, LLC

Figure 2 Post-Reorganization Gray Television, Inc. Gray Media Group, Inc. Gray Television Licensee, LLC


Document Created: 2019-02-04 13:28:09
Document Modified: 2019-02-04 13:28:09
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