SEC Form 5 · accession 0001209191-18-008845
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,F4 | May 23, 2017 | G | 85,735 | — | D | 16,330 | D | |
| Class A Common StockF1,F2,F3,F5 | May 23, 2017 | G | 82,810 | — | D | 15,773 | D | |
| Class A Common StockF6,F4 | Dec 29, 2017 | J | 16,330 | $4.61 | D | 0 | D | |
| Class A Common StockF6,F5 | Dec 29, 2017 | J | 15,773 | $4.61 | D | 0 | D |
Table II — derivative securities
Explanation of responses
- F1Gift.
- F2Shares held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Agreement and Plan of Merger (the "Merger Agreement"), 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").
- 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 2016 GRAT #2. 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 2016 GRAT #3. 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.
- F6Shares 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.
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.