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^*

REIS RICHARD A

(Last)

(First)

(Middle)

6205 PEACHTREE DUNWOODY ROAD

(Street)

ATLANTA

30328

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [ CXR ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/11/2006

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	04/11/2006		A		462	A	$0	78,723	D

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)
JAN 1998 Stock Option	$13.39							08/10/1999⁽¹⁾	01/01/2008	Class A Common Stock	15,570		15,570	D
JAN 1999 Stock Option	$13.92							10/19/1999⁽¹⁾	01/01/2009	Class A Common Stock	16,200		16,200	D
JAN 2000 Stock Option	$31.66							01/03/2005⁽²⁾	01/03/2010	Class A Common Stock	27,375		27,375	D
JAN 2001 Stock Option	$21.81							01/02/2006⁽³⁾	01/02/2011	Class A Common Stock	33,000		33,000	D
JAN 2002 Stock Option	$24.66							01/02/2007⁽⁴⁾	01/02/2012	Class A Common Stock	45,000		45,000	D
JUN 1997 Stock Option	$8.46							01/05/1998⁽¹⁾	06/18/2007	Class A Common Stock	22,788		22,788	D
MAR 2003 Stock Option	$20.9							03/18/2008⁽⁵⁾	01/01/2013	Class A Common Stock	68,160		68,160	D
MAR 2004 Stock Option	$21.3							03/15/2009⁽⁶⁾	03/15/2014	Class A Common Stock	34,890		34,890	D
MAR 2005 Stock Option	$17.04							03/15/2010⁽⁷⁾	03/15/2015	Class A Common Stock	58,725		58,725	D

Explanation of Responses:

1. Award vested 100% on this date due to Long-Term Incentive Plan grant provision accelerating vesting upon achievement of stock performance targets.

2. 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.

3. 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.

4. 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.

5. 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.

6. 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.

7. 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/ Reis, Richard A.	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.
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