SEC Form 4 · accession 0001209191-15-075457

CUMULUS MEDIA INC · CMIA

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — Chief Executive Officer · Director

Period of report

Oct 13, 2015

Accepted (ET)

Oct 14, 2015 · 5:42 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001058623

Table I — non-derivative securities

No Table I lines on this filing.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Employee Stock Option (right to buy)^F1,F2,F3	$0.77	Oct 13, 2015	A	4,000,000	A	—	Oct 13, 2025	Class A Stock, $.01 par value	4,000,000	4,000,000	D

F1Stock option grant to purchase 4,000,000 shares of the Company's Class A Common Stock at an exercise price equal to the fair market value on the date of grant.
F2The option to purchase 2,000,000 shares vests on each of the first four anniversaries of the date of grant, with 30% of the award vesting on each of the first two anniversaries thereof, and 20% of the award vesting on each of the next two anniversaries thereof.
F3The option to purchase the other 2,000,000 shares ("Performance-Vesting Options") is divided into four equal performance tranches (500,000 shares per tranche). Each tranche of Performance-Vesting Options vests pro rata on each of the first four anniversaries of the date of grant, with 30% of the respective tranche vesting on each of the first two anniversaries thereof, and 20% of the respective tranche vesting on each of the next two anniversaries thereof. The tranches become exercisable, if at all, if following vesting the volume-weighted average closing sales price of the Company's Class A Common Stock on the NASDAQ composite transactions reporting system for each 30 consecutive trading days ending with the date of determination is $2.00, $3.00, $4.00, and $5.00, respectively.