SEC Form 4 · accession 0000919574-18-004477
CUMULUS MEDIA INC · CMIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
BRIGADE CAPITAL MANAGEMENT, LP
10% Owner
Donald E Morgan III
10% Owner
Brigade Capital Management GP, LLC
10% Owner
Brigade Capital GP, LLC
10% Owner
Nimbus Atlas LLC
10% Owner
Period of report
Jun 28, 2018
Accepted (ET)
Jul 2, 2018 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001058623
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common Stock, par value $0.0000001 per shareF2 | Jun 28, 2018 | C | 1,053,352 | $0.00 | A | 1,503,273 | D | |
| Class A Common Stock, par value $0.0000001 per shareF3 | Jun 28, 2018 | C | 456,374 | $0.00 | A | 2,126,359 | I | See Footnote |
| Class B Common Stock(non-voting), par value $0.0000001/shareF4 | Jun 28, 2018 | C | 1,053,352 | $0.00 | D | 0 | D | |
| Class B Common Stock(non-voting), par value $0.0000001/shareF5 | Jun 28, 2018 | C | 456,374 | $0.00 | D | 0 | I | See Footnote |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On June 28, 2018, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock.
- F2The reported securities are directly owned by Nimbus Atlas LLC (Nimbus) and may be deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F3The reported securities are directly owned by Nimbus Atlas LLC (Nimbus) and by certain private investment funds and managed accounts and may be deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus and such funds and accounts, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F4The reported securities were directly owned by Nimbus Atlas LLC (Nimbus) and may have been deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
- F5The reported securities were directly owned by Nimbus Atlas LLC (Nimbus) and by certain private investment funds and managed accounts and may have been deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus and such funds and accounts, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.