SEC Form 5 · accession 0001209191-18-008825
BEASLEY BROADCAST GROUP INC · BBGI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Period of report
Dec 31, 2017
Accepted (ET)
Feb 9, 2018 · 4:28 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 | May 23, 2017 | G | 29,228 | — | D | 5,567 | D | |
| Class A Common StockF1,F2,F3,F5 | May 23, 2017 | G | 57,914 | — | D | 11,031 | D | |
| Class A Common StockF1,F2,F3,F6 | May 23, 2017 | G | 61,315 | — | D | 11,679 | D | |
| Class A Common StockF1,F2,F3,F7 | Jul 18, 2017 | G | 47,547 | — | D | 9,057 | D | |
| Class A Common StockF1,F2,F3,F8 | Jul 18, 2017 | G | 86,979 | — | D | 16,568 | D | |
| Class A Common StockF1,F2,F3,F9 | Jul 18, 2017 | G | 106,755 | — | D | 20,334 | D | |
| Class A Common StockF1,F2,F3,F10 | Jul 18, 2017 | G | 77,030 | — | D | 33,720 | D | |
| Class A Common StockF1,F2,F3,F11 | Jul 18, 2017 | G | 188,485 | — | D | 35,902 | D | |
| Class A Common StockF1,F2,F3,F12 | Jul 18, 2017 | G | 236,935 | — | D | 45,131 | D | |
| Class A Common StockF13,F7 | Dec 29, 2017 | J | 9,057 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F8 | Dec 29, 2017 | J | 16,568 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F4 | Dec 29, 2017 | J | 5,567 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F9 | Dec 29, 2017 | J | 20,334 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F10 | Dec 29, 2017 | J | 33,720 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F5 | Dec 29, 2017 | J | 11,031 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F6 | Dec 29, 2017 | J | 11,679 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F11 | Dec 29, 2017 | J | 35,902 | $4.61 | D | 0 | D | |
| Class A Common StockF13,F12 | Dec 29, 2017 | J | 45,131 | $4.61 | D | 0 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Gift.
- F10These securities are owned solely by the Lee Bordes 2014 GRAT #7. 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.
- F11These securities are owned solely by the Lee Bordes 2015 GRAT #5. 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.
- F12These securities are owned solely by the Lee Bordes 2015 GRAT #6. 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.
- F13Shares released to the Issuer from escrow, 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 (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.
- F2Shares held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Agreement and Plan of Merger, dated July 19, 2016 (the "Merger Agreement"), by and among Beasley Broadcast Group, Inc. (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").
- F3The Reporting Person disclaims beneficial ownership of the shares held in escrow, except to the extent of any pecuniary interest therein, 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 Lee Bordes 2014 GRAT #4. 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.
- F5These securities are owned solely by the Lee Bordes 2015 GRAT #1. 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.
- F6These securities are owned solely by the Lee Bordes 2015 GRAT #4. 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.
- F7These securities are owned solely by the Lee Bordes 2013 GRAT #4. 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.
- F8These securities are owned solely by the Lee Bordes 2013 GRAT #5. 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.
- F9These securities are owned solely by the Lee Bordes 2014 GRAT #6. 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.