SEC Form 5 · accession 0001209191-18-008794
BEASLEY BROADCAST GROUP INC · BBGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Cristina Bordes
10% Owner
Period of report
Dec 31, 2017
Accepted (ET)
Feb 9, 2018 · 4:15 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001099160
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3,F4 | Dec 29, 2017 | J | 160,442 | $4.61 | D | 489,762 | I | By Gift Trust |
| Class A Common StockF5,F4,F6 | Dec 29, 2017 | J | 280,559 | $4.61 | D | 2,004,760 | I | By GRATs |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Includes 56,409.54 shares surrendered to Beasley Broadcast Group, Inc. (the "Issuer") and 104,032.778 shares released to the Issuer from escrow, in connection with the Agreement and Plan of Merger dated July 19, 2016, by and among the Issuer, Greater Media, Inc. ("Greater Media"), Beasley Media Group 2, Inc., an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), and Peter A. Bordes, Jr., as the stockholders' representative (the "Stockholders' Representative"), pursuant to which, on November 1, 2016 (the "Effective Time"), Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly owned subsidiary of the Issuer (the "Merger"), and pursuant to the Settlement Agreement (the "Settlement Agreement"), dated December 29, 2017, by and among the Issuer, Greater Media and the Stockholders' Representative, in full satisfaction of the Reporting Person's obligations with respect to (continued in next footnote)
- F2(i) certain purchase price and other adjustments under Section 1.7 of the Merger Agreement, and (ii) resolution of certain other claims between the Issuer and BFTW LLC.
- F3Cristina Bordes is a co-trustee and beneficiary of the Cristina Bordes 2009 Gift Trust.
- F4Cristina Bordes disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that she is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.
- F5Includes 230,902.96 shares surrendered to the Issuer and 49,685.955 shares released to the Issuer from escrow in connection with the Merger Agreement and pursuant to the Settlement Agreement, in full satisfaction of the Reporting Person's obligations with respect to (i) certain purchase price and other adjustments under Section 1.7 of the Merger Agreement, and (ii) resolution of certain other claims between the Issuer and BFTW LLC.
- F6These securities are owned by various grantor retained annuity trusts (the "Lee Bordes GRATs"). Cristina Bordes is a co-trustee of the Lee Bordes GRATs.