Filed Pursuant to Rule 424(b)(7)
Registration
No. 333-229162
PROSPECTUS SUPPLEMENT NO. 3
(To Prospectus dated
January 8, 2019)
GRAY TELEVISION, INC.
11,499,945 Shares of Common Stock
This prospectus supplement No. 3 supplements, updates and amends the selling stockholder information contained in the prospectus dated
January 8, 2019 and the prospectus supplements dated January 14, 2019 and January 22, 2019 (together, the prospectus), relating to the resale by selling stockholders of shares of common stock, no par value per share
(Common Stock), of Gray Television, Inc. that may be offered and sold from time to time by the selling stockholders named in the prospectus.
You should read this prospectus supplement No. 3 in conjunction with the prospectus. This prospectus supplement No. 3 is not
complete without, and may not be delivered or used except in conjunction with, the prospectus, including any amendments or supplements thereto. This prospectus supplement No. 3 is qualified by reference to the prospectus, except to the extent
that the information provided by this prospectus supplement No. 3 supersedes information contained in the prospectus.
Our Common
Stock is listed on the New York Stock Exchange under the symbol GTN. On March 21, 2019, the last reported sales price of our Common Stock on the New York Stock Exchange was $22.48 per share.
INVESTING IN OUR COMMON STOCK INVOLVES RISKS. YOU SHOULD CAREFULLY CONSIDER THE RISK FACTORS SET FORTH OR INCORPORATED BY REFERENCE INTO
THE PROSPECTUS, ANY APPLICABLE PROSPECTUS SUPPLEMENT AND OUR PERIODIC REPORTS FILED FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION, AS DESCRIBED UNDER THE SECTION ENTITLED RISK FACTORS ON PAGE 8 OF THE PROSPECTUS, BEFORE
MAKING ANY DECISION WHETHER TO INVEST IN OUR COMMON STOCK.
Neither the
Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus supplement or the accompanying prospectus. Any representation to the
contrary is a criminal offense.
The date of this prospectus supplement is March 22, 2019.