SEC Form 4 · accession 0001209191-17-044165
CUMULUS MEDIA INC · CMIA
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Mary G. Berner
Officer — Chief Executive Officer · Director
Period of report
Jun 30, 2017
Accepted (ET)
Jul 6, 2017 · 5:26 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.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock OptionF1,F5,F2,F3,F4 | $17.08 | Jun 30, 2017 | D | 500,000 | D | — | Oct 13, 2025 | Class A Common Stock, $.01 par value | 500,000 | 0 | D |
Explanation of responses
- F1Previously reported exercise prices and number of stock options have been proportionally adjusted to give effect to the Cumulus Media Inc. (the "Company") October 12, 2016 one-for-eight (1:8) reverse stock split.
- F2250,000 of the options were exercisable at a price of $6.16 per share, and 62,500 of such options were exercisable at each of $16.00, $24.00, $32.00 and $40.00 per share, respectively.
- F3Option consisted of time and performance based components.
- F4Of the time based component, the option to purchase 75,000 of such shares vested and became exercisable on 10/13/16. The remainder of such component would have vested and become exercisable as follows: 75,000 shares on 10/13/17 and 50,000 shares on each of 10/13/18 and 10/13/19. The performance based component was divided into four equal performance tranches (62,500 shares per tranche). Each tranche vested, or would have vested, as applicable, pro rata on each of the first four anniversaries of 10/13/15, with 30% of the respective tranche on each of the first two anniversaries, and 20% of the respective tranche on each of the next two anniversaries. The tranches would have become exercisable if following vesting the volume-weighted average closing price of the Company's Class A Common Stock for each 30 consecutive trading days ending with the date of determination was $16.00, $24.00, $32.00, and $40.00, respectively.
- F5As previously disclosed by the Company, on May 18, 2017, the Board of Directors of the Company approved and adopted a supplemental incentive plan for 2017 (the "SIP") for key members of senior management. In order to be eligible participants had to agree to the cancellation of all of their outstanding equity awards. The price is derived from the previously disclosed target bonus amount as stipulated in the SIP, divided by the number of options canceled.