0000950103-15-003953.txt : 20150515 0000950103-15-003953.hdr.sgml : 20150515 20150515170857 ACCESSION NUMBER: 0000950103-15-003953 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150513 FILED AS OF DATE: 20150515 DATE AS OF CHANGE: 20150515 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CUMULUS MEDIA INC CENTRAL INDEX KEY: 0001058623 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 364159663 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 BUSINESS PHONE: 4049490700 MAIL ADDRESS: STREET 1: 3280 PEACHTREE ROAD N.W. STREET 2: SUITE 2300 CITY: ATLANTA STATE: GA ZIP: 30305 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MARCUS JEFFREY CENTRAL INDEX KEY: 0001158783 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 15870781 MAIL ADDRESS: STREET 1: CRESTVIEW STREET 2: 667 MADISON AVENUE, 10TH FL. CITY: NEW YORK STATE: NY ZIP: 10065 4 1 dp56277_4-marcus.xml FORM 4 X0306 4 2015-05-13 0 0001058623 CUMULUS MEDIA INC CMLS 0001158783 MARCUS JEFFREY C/O CRESTVIEW ADVISORS, L.L.C. 667 MADISON AVENUE, 10TH FLOOR NEW YORK NY 10065 1 0 0 0 Class A Common Stock, par value $0.01 per share 2015-05-13 4 P 0 0 0 A 0 I See Footnote Class A Common Stock, par value $0.01 per share 2015-05-14 4 A 0 40486 0 A 56038 D On May 13, 2015, Crestview Radio Investors, LLC purchased 400,000 shares of Class A Common Stock ("Common Stock"), at a price per share of $2.3959. After such purchase, Crestview Radio Investors, LLC directly beneficially owns 61,842,484 shares of Common Stock and 7,815,553 warrants. Each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P., Crestview Offshore Holdings II (892 Cayman), L.P. and Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the 61,842,484 shares of Common Stock and 7,815,553 warrants directly owned by Crestview Radio Investors, LLC. Crestview Partners II GP, L.P. is the general partner of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Radio Investors, LLC. The reporting person is a partner of Crestview, L.L.C. (which is the general partner of Crestview Partners II GP, L.P.) and a partner of Crestview Advisors, L.L.C., which provides investment advisory and management services to certain of the foregoing entities. Crestview Advisors, L.L.C. is the direct beneficial owner of 55,044 shares of Common Stock, which, as previously reported, were transferred by the reporting person to Crestview Advisors, L.L.C. in connection with the vesting of such shares. The reporting person disclaims beneficial ownership of the securities beneficially owned by Crestview Radio Investors, LLC and Crestview Advisors, L.L.C. except to the extent of his pecuniary interest therein. The reported securities will fully vest on May 14, 2016, the first anniversary of the date of grant. The reporting person is a member of the board of directors of the issuer and is a partner of Crestview Advisors, L.L.C., which provides investment advisory services to Crestview Radio Investors, LLC. The reporting person has agreed that, in connection with the vesting of the securities, the reporting person will assign all rights, title and interest in the securities to Crestview Advisors, L.L.C. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. This amount includes 15,552 restricted shares of Common Stock, which will fully vest on May 22, 2015, the first anniversary of the date of grant. As previously reported, the reporting person has agreed that, in connection with the vesting of the securities, the reporting person will assign all rights, title and interest in the securities to Crestview Advisors, L.L.C. The reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein. /s/ Ross A. Oliver, as Attorney-in-Fact 2015-05-15