| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [ CXR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/11/2006 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Class A Common Stock | 04/11/2006 | A | 588 | A | $0 | 34,927(1) | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| JAN 1998 Stock Option | $13.39 | 08/10/1999(2) | 01/01/2008 | Class A Common Stock | 26,592 | 26,592 | D | ||||||||
| JAN 1999 Stock Option | $13.92 | 10/19/1999(2) | 01/01/2009 | Class A Common Stock | 26,400 | 26,400 | D | ||||||||
| JAN 2000 Stock Option | $31.66 | 01/03/2005(3) | 01/03/2010 | Class A Common Stock | 42,000 | 42,000 | D | ||||||||
| JAN 2001 Stock Option | $21.81 | 01/02/2006(4) | 01/02/2011 | Class A Common Stock | 50,000 | 50,000 | D | ||||||||
| JAN 2002 Stock Option | $24.66 | 01/02/2007(5) | 01/02/2012 | Class A Common Stock | 75,000 | 75,000 | D | ||||||||
| MAR 1997 Stock Option | $6.92 | 10/14/1997(2) | 03/31/2007 | Class A Common Stock | 10,752 | 10,752 | D | ||||||||
| MAR 2003 Stock Option | $20.9 | 03/18/2008(6) | 01/01/2013 | Class A Common Stock | 92,310 | 92,310 | D | ||||||||
| MAR 2004 Stock Option | $21.3 | 03/15/2009(7) | 03/15/2014 | Class A Common Stock | 60,000 | 60,000 | D | ||||||||
| MAR 2005 Stock Option | $17.04 | 03/15/2010(8) | 03/15/2015 | Class A Common Stock | 85,005 | 85,005 | D | ||||||||
| OCT 1996 Stock Option | $6.17 | 09/02/1997(2) | 10/02/2006 | Class A Common Stock | 152,508 | 152,508 | D | ||||||||
| Explanation of Responses: |
| 1. Includes 2,072 shares acquired on March 31, 2006, under the Cox Radio, Inc. Employee Stock Purchase Plan. |
| 2. Award vested 100% on this date due to Long-Term Incentive Plan grant provision accelerating vesting upon achievement of stock performance targets. |
| 3. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in January 2003, 20% in January 2004 and 20% in January 2005. |
| 4. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006. |
| 5. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007. |
| 6. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2006, 20% in March 2007, and 20% in March 2008. |
| 7. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2007, 20% in March 2008, and 20% in March 2009. |
| 8. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will become exercisable as follows: 60% in March 2008, 20% in March 2009, and 20% in March 2010. |
| Remarks: |
| /s/ Morgan, Marc | 04/12/2006 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||