SEC Form 5 · accession 0001209191-18-008819
BEASLEY BROADCAST GROUP INC · BBGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 | Dec 29, 2017 | J | 160,442 | $4.61 | D | 489,762 | D | |
| Class A Common StockF1,F2,F4 | Dec 29, 2017 | J | 160,442 | $4.61 | D | 489,762 | D | |
| Class A Common StockF5,F6 | Dec 29, 2017 | J | 143,952 | $4.61 | D | 439,425 | D | |
| Class A Common StockF1,F2,F6 | Dec 29, 2017 | J | 160,442 | $4.61 | D | 489,762 | D |
Table II — derivative securities
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.
- F3These securities are owned solely by the Cristina Bordes 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F4These securities are owned solely by the Peter A. Bordes, Jr. 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
- F5Includes 50,611.82 shares surrendered to the Issuer and 93,340.380 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 solely by the Stephanie Bordes 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Remarks
As a result of certain agreements among the Reporting Persons and certain other shareholders of the Issuer, the Reporting Persons may be deemed members of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the "Act"), with such other shareholders, that beneficially owns more than 10% of the Class A Common Stock of the Issuer. These agreements are described in, and filed as exhibits to, the Reporting Persons' report on Schedule 13D filed with the Securities Exchange Commission on November 14, 2016, as amended. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the Reporting Persons is a member of a group or subject to the reporting requirements of Section 16 of the Act.