Schedue 13G/A

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, QhLBqNXGgSeo9gRhJVZJSPTnAd1R+cdXVOdy+/CJACkTxpdR1fpIGsjnnXjZdCo5 n35i8hUVb29DzqcmYRCvcQ== 0001193125-09-023614.txt : 20090210 0001193125-09-023614.hdr.sgml : 20090210 20090210105005 ACCESSION NUMBER: 0001193125-09-023614 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090210 DATE AS OF CHANGE: 20090210 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEASLEY CAROLINE CENTRAL INDEX KEY: 0001134290 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 3033 RIVIERA DRIVE, SUITE 200 CITY: NAPLES STATE: FL ZIP: 34103 BUSINESS PHONE: 9412635000 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BEASLEY BROADCAST GROUP INC CENTRAL INDEX KEY: 0001099160 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 650960915 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60309 FILM NUMBER: 09583909 BUSINESS ADDRESS: STREET 1: 3033 RIVIERA DRIVE STREET 2: SUITE 200 CITY: NAPLES STATE: FL ZIP: 34103 BUSINESS PHONE: 9412635000 MAIL ADDRESS: STREET 1: 3033 RIVIERA DRIVE STREET 2: SUITE 200 CITY: NAPLES STATE: FL ZIP: 34103 SC 13G/A 1 dsc13ga.htm SCHEDUE 13G/A Schedue 13G/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 8)*

Beasley Broadcast Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $.001 per share

(Title of Class of Securities)

074014101

(CUSIP Number)

December 31, 2008

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would later disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


1.		Name of Reporting Persons: I.R.S. Identification Nos. of above persons. Caroline Beasley
2.		Check the Appropriate Box if a Member of a Group (a) ¨ (b) ¨
3.		SEC Use Only
4.		Citizenship or Place of Organization: United States


Number of Shares Beneficially Owned By Each Reporting Person With		5. Sole Voting Power 914,924 (1)
		6. Shared Voting Power 622,137 (2)
		7. Sole Dispositive Power 914,924 (1)
		8. Shared Dispositive Power 622,137 (2)


9.		Aggregate Amount Beneficially Owned by Each Reporting Person 1,537,061
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares
11.		Percent of Class Represented by Amount in Row (9) 21.7% (3)
12.		Type of Reporting Person IN

(1)

Includes (i) 356,736 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 356,736 shares of Class B Common Stock beneficially owned by the Reporting Person; (ii) options to purchase 487,500 shares of Class A Common Stock beneficially owned by the Reporting Person; (iii) 51,688 shares of Class A Common Stock beneficially owned by the Reporting Person; (iv) 6,000 shares of Class A Common Stock owned by the Reporting Person’s children which are beneficially owned by the Reporting Person; and (v) 13,000 restricted shares of Class A Common Stock that vest, and with respect to which voting restrictions lapse, within 60 days of December 31, 2008.

(2)	Represents shares of Class A Common Stock issuable upon conversion on a one-for-one basis of shares of Class B Common Stock held by the George Beasley Estate Reduction Trust, of which the Reporting Person is a co-trustee.

(3)

The percentage of the Issuer’s Class A Common Stock beneficially owned by the Reporting Person is based on 7,079,915 shares of Class A Common Stock outstanding, consisting of: (i) 5,600,542 shares of Class A Common Stock outstanding as of the date hereof; (ii) 356,736 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 356,736 shares of Class B Common Stock beneficially owned by the Reporting Person; (iii) 487,500 shares of Class A Common Stock issuable upon exercise of options to purchase 487,500 shares of Class A Common Stock beneficially owned by the Reporting Person; (iv) 13,000 restricted shares of Class A Common Stock that vest, and with respect to which voting restrictions lapse, within 60 days of December 31, 2008; and (v) 622,137 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 622,137 shares of Class B Common Stock held by the George Beasley Estate Reduction Trust beneficially owned by the Reporting Person.

Item 1.

(a)

Name of Issuer:

Beasley Broadcast Group, Inc.

(b)

Address of Issuer’s Principal Executive Offices:

3033 Riviera Drive, Suite 200; Naples, Florida 34103

Item 2.

(a)

Name of Person Filing:

Caroline Beasley

(b)

Address of Principal Business Office or, if none, Residence:

3033 Riviera Drive, Suite 200; Naples, Florida 34103

(c)

Citizenship:

United States

(d)

Title of Class of Securities:

Class A Common Stock, par value $.001 per share

(e)

CUSIP Number:

074014101

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)

Bank as defined in Section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c)

(d)

Investment Company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8)

(e)

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f)

An employee benefit plan or endowment fund in accordance §240.13d-1(b)(1)(ii)(F);

(g)

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)

Group, in accordance with §240.13d-1(b)(1)(ii)(J).


Item 4.	Ownership

	Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

	(a)	Amount beneficially owned:

		1,537,061

	(b)	Percent of class:

		21.7%

	(c)	Number of shares as to which the person has:

		(i)	Sole power to vote or to direct the vote

			914,924.

		(ii)	Shared power to vote or to direct the vote

			622,137.

		(iii)	Sole power to dispose or to direct the disposition of

			914,924.

		(iv)	Shares power to dispose or to direct the disposition of

			622,137.

Item 5.	Ownership of Five Percent or Less of a Class

	If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ¨

Item 6.	Ownership of More than Five Percent on Behalf of Another Person

	Not applicable.

Item 7.	Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company

	Not applicable.

Item 8.	Identification and Classification of Members of the Group

	Not applicable.

Item 9.	Notice of Dissolution of Group

	Not applicable.

Item 10.	Certification

	Not applicable.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

February 9, 2009

Date

/s/ Caroline Beasley

Signature

Caroline Beasley

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