0000950103-15-004181.txt : 20150527
0000950103-15-004181.hdr.sgml : 20150527
20150527193059
ACCESSION NUMBER: 0000950103-15-004181
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150522
FILED AS OF DATE: 20150527
DATE AS OF CHANGE: 20150527
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: 15893612
MAIL ADDRESS:
STREET 1: CRESTVIEW
STREET 2: 667 MADISON AVENUE, 10TH FL.
CITY: NEW YORK
STATE: NY
ZIP: 10065
4
1
dp56516_4-marcus.xml
OWNERSHIP DOCUMENT
X0306
4
2015-05-22
0
0001058623
CUMULUS MEDIA INC
CMLS
0001158783
MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FL.
NEW YORK
NY
10065
1
0
0
0
Class A Common Stock, par value $0.01 per share
2015-05-22
4
P
0
0
0
A
0
I
See Footnotes
Class A Common Stock, par value $0.01 per share
40486
D
On May 22, 26 and 27, 2015, Crestview Radio Investors, LLC purchased 12,101, 134,452 and 90,500 shares of Class A Common Stock ("Common Stock"), at a price per share of $2.4500, $2.4695 and $2.4890, respectively. After such purchase, Crestview Radio Investors, LLC directly beneficially owns 62,199,502 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 62,199,502 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 86,148 shares of Common Stock, which, as previously reported, includes 70,596 shares of Common Stock that 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 shares 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.
The reported securities do not include 15,552 shares of Common Stock that vested on May 22, 2015 and, as previously reported, were assigned by the reporting person to Crestview Advisors, L.L.C. upon such vesting.
/s/ Ross A. Oliver, as Attorney-in-Fact
2015-05-27