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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GAYNER THOMAS SINNICKSON
2. Issuer Name and Ticker or Trading Symbol

Cable One, Inc. [ CABO ]
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)

C/O CABLE ONE, INC., 210 E. EARLL DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/15/2020
(Street)

PHOENIX, AZ 85012
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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
Common Stock, par value $0.01 5/15/2020  A  125 (1)A$0 (2)7060 (3)D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) This award of restricted stock units, which includes restricted stock units granted in lieu of the payment of cash fees pursuant to the Reporting Person's election to defer director's fees, generally vests in full on the one-year anniversary of the grant date or, if earlier, the date of the 2021 annual shareholders' meeting of Cable One, Inc., subject to the Reporting Person's continued service on the Board of Directors of Cable One, Inc. through such date. Shares of Common Stock will be delivered to the Reporting Person upon vesting of the restricted stock units or, if applicable, as per the terms of the Reporting Person's deferral election.
(2) Restricted stock units convert into Common Stock on a one-for-one basis.
(3) Includes 5,200 shares of Common Stock held for the account of a number of beneficial owners in which the Reporting Person disclaims beneficial ownership.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
GAYNER THOMAS SINNICKSON
C/O CABLE ONE, INC.
210 E. EARLL DRIVE
PHOENIX, AZ 85012
X



Signatures
/s/ Peter N. Witty for Thomas S. Gayner5/18/2020
**Signature of Reporting PersonDate

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