SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

SHERIDAN ROBERT H III

(Last)

(First)

(Middle)

100 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [ CMLS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/30/2008		A		10,258	A	⁽¹⁾	16,258	D⁽²⁾⁽³⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Options (Right to Buy)	$14.62	12/30/2008		D			40,000	⁽⁴⁾	03/01/2012	Class A Common Stock	40,000	⁽¹⁾	160,000	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$14.03	12/30/2008		D			40,000	⁽⁵⁾	03/04/2013	Class A Common Stock	40,000	⁽¹⁾	120,000	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$19.38	12/30/2008		D			40,000	⁽⁶⁾	05/13/2014	Class A Common Stock	40,000	⁽¹⁾	80,000	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$14.36	12/30/2008		D			40,000	⁽⁷⁾	04/07/2015	Class A Common Stock	40,000	⁽¹⁾	40,000	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$9.4	12/30/2008		D			40,000	⁽⁸⁾	08/04/2016	Class A Common Stock	40,000	⁽¹⁾	0	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$2.54	12/30/2008		A		13,498		⁽⁹⁾	12/30/2018	Class A Common Stock	13,498	⁽¹⁾	13,498	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$2.92	12/30/2008		A		13,498		⁽⁹⁾	12/30/2018	Class A Common Stock	13,498	⁽¹⁾	26,996	D⁽²⁾⁽³⁾
Director Stock Options (Right to Buy)	$3.3	12/30/2008		A		13,497		⁽⁹⁾	12/30/2018	Class A Common Stock	13,497	⁽¹⁾	40,493	D⁽²⁾⁽³⁾

Explanation of Responses:

1. On December 30, 2008, the Issuer cancelled, pursuant to the Issuer's option exchange program, options granted to the reporting person on: March 1, 2002; March 4, 2003; May 13, 2004; April 7, 2005 and August 4, 2006. In exchange for such options, the reporting person received options to purchase 40,493 shares of Class A Common Stock and 10,258 shares of restricted Class A Common Stock.

2. The reporting person serves on the board of directors of the Issuer as a designee of BA Capital Company, L.P. ("BA Capital"). Pursuant to the policies of BA Capital and its affiliates, the reporting person is deemed to hold the reported shares of restricted Class A Common Stock and options for the benefit of BA Capital and must exercise the options solely upon the direction of BA Capital. BA Capital may be deemed the indirect beneficial owner of the shares of restricted Class A Common Stock and options.

3. Additionally, these shares of restricted Class A Common Stock and options may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital, (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities. The reporting person disclaims beneficial ownership of the shares of restricted Class A Common Stock and options except to the extent of his pecuniary interest therein.

4. Cancelled options provided for vesting in four equal annual installments beginning on March 1, 2002.

5. Cancelled options provided for vesting in four equal annual installments beginning on March 4, 2003.

6. Cancelled options provided for vesting in four equal annual installments beginning on May 13, 2004.

7. Cancelled options provided for vesting in four equal annual installments beginning on April 7, 2005.

8. Cancelled options provided for vesting in four equal annual installments beginning on August 4, 2006.

9. Options become exercisable at the rate of (1) 50% on the second anniversary of the date of grant and (2) 25% on each of the two succeeding anniversaries thereafter.

	/s/ Robert H. Sheridan III	01/02/2009
	** Signature of Reporting Person	Date
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