SEC Form 4 · accession 0000950103-15-009086
CUMULUS MEDIA INC · CMIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brian P Cassidy
Director
Period of report
Nov 23, 2015
Accepted (ET)
Nov 25, 2015 · 5:44 pm EST
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 $0.01 per shareF1,F2,F3 | Nov 23, 2015 | P$0 | 0 | $0.00 | A | 0 | I | See Footnotes |
| Class A Common Stock, par value $0.01 per shareF4 | holding | — | — | — | 40,486 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1On November 23, 24 and 25, 2015, Crestview Radio Investors, LLC purchased 1,400,922, 721,518 and 421,885 shares of Class A Common Stock ("Common Stock"),at a weighted average price per share of $0.1997, $0.2338 and $0.2412, respectively. After such purchase, Crestview Radio Investors, LLC directly beneficiallyowns 64,970,642 shares of Common Stock and 7,815,553 warrants. Each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P.,Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P., Crestview Offshore Holdings II (892 Cayman), L.P. andCrestview Partners II GP, L.P. may be deemed to have beneficial ownership of the 64,970,642 shares of Common Stock and 7,815,553 warrants directly owned byCrestview Radio Investors, LLC.
- F2Crestview Partners II GP, L.P. is the general partner of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Radio Investors, LLC. The reporting person is a partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and a partner of Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Crestview Advisors, L.L.C. is the direct beneficial owner of 86,148 shares of Common Stock, which, as previously reported, includes 15,552 shares of Common Stock that were transferred by the reporting person to Crestview Advisors, L.L.C. in connection with the vesting of such shares.
- F3The reporting person disclaims beneficial ownership of the securities beneficially owned by Crestview Radio Investors, LLC and Crestview Advisors, L.L.C. except to the extent of his pecuniary interest therein.
- F4The shares will fully vest on May 14, 2016, the first anniversary of the date of grant. The reporting person is a member of the board of directors of the issuer and is a partner of Crestview Advisors, L.L.C., which provides investment advisory services to Crestview Radio Investors, LLC. The reporting person has agreed that, in connection with the vesting of the securities, the reporting person will assign all rights, title and interest in the securities to Crestview Advisors, L.L.C. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.