SC 13D/A 1 dp61415_sc13da-4.htm FORM SC 13D/A

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

(Rule 13d-102)

 

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

RULE 13d-2(a)

 

(Amendment No. 4)*

 

Cumulus Media Inc.

(Name of Issuer)

 

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

231082108

(CUSIP Number)

 

Ross A. Oliver, Esq.

Crestview Partners II GP, L.P.

667 Madison Avenue

New York, NY 10065

(212) 906-0700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

 

November 25, 2015

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* 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 alter disclosures provided in a prior cover page.

 

The information required on 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 (the “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).

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Partners II GP, L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,953,315*
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,953,315*
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,953,315*
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.27%*
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

* Includes 40,486 restricted shares of Class A Common Stock granted by the Issuer to Jeffrey Marcus on May 14, 2015 and 40,486 restricted shares of Class A Common Stock granted by the Issuer to Brian Cassidy on May 14, 2015 in respect of their respective service on the Board. Each of Mr. Marcus and Mr. Cassidy is a Partner of Crestview Advisors, L.L.C. These securities will fully vest on May 14, 2016. In connection with the vesting of these securities, Messrs. Marcus and Cassidy will assign all rights, title and interest in these securities to Crestview Advisors, L.L.C.

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Radio Investors, LLC
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    72,786,195
     
  8 SHARED VOTING POWER
    0
     
  9 SOLE DISPOSITIVE POWER
    72,786,195
     
  10 SHARED DISPOSITIVE POWER
    0
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  CO

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Partners II, L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Partners II (TE), L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Partners II (FF), L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Offshore Holdings II (Cayman), L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Cayman Islands
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Offshore Holdings II (FF Cayman), L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Cayman Islands
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Offshore Holdings II (892 Cayman), L.P.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  WC
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Cayman Islands
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    72,786,195
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    72,786,195
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  72,786,195
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  30.20%
     
14 TYPE OF REPORTING PERSON (see instructions)
  PN

 

 
 

 

CUSIP No. 231082108

 

SCHEDULE 13D

 

1 NAME OF REPORTING PERSONS
  Crestview Advisors, L.L.C.
     
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions)
  (a) o
  (b) x
     
3 SEC USE ONLY
     
4 SOURCE OF FUNDS (see instructions)
  OO
     
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
    o
   
6 CITIZENSHIP OR PLACE OF ORGANIZATION
  Delaware
   
 

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

 7 SOLE VOTING POWER
    0
     
  8 SHARED VOTING POWER
    167,120*
     
  9 SOLE DISPOSITIVE POWER
    0
     
  10 SHARED DISPOSITIVE POWER
    167,120*
   
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
  167,120*
     
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)
    o
     
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
  0.07%*
     
14 TYPE OF REPORTING PERSON (see instructions)
  CO

 

* Includes 40,486 restricted shares of Class A Common Stock granted by the Issuer to Jeffrey Marcus on May 14, 2015 and 40,486 restricted shares of Class A Common Stock granted by the Issuer to Brian Cassidy on May 14, 2015 in respect of their respective service on the Board. Each of Mr. Marcus and Mr. Cassidy is a Partner of Crestview Advisors, L.L.C. These securities will fully vest on May 14, 2016. In connection with the vesting of these securities, Messrs. Marcus and Cassidy will assign all rights, title and interest in these securities to Crestview Advisors, L.L.C.

 

 
 

 

Pursuant to Rule 13d-2(a) of the General Rules and Regulations under the Exchange Act, the undersigned hereby amends the Schedule 13D originally filed on September 26, 2011, as amended by Amendment 1 thereto filed on November 22, 2011, Amendment 2 thereto filed on December 14, 2012 and Amendment 3 thereto filed on April 29, 2015 (the “Schedule 13D”), relating to the Class A common stock, par value $0.01 per share (“Class A Common Stock”), of Cumulus Media Inc. (the “Issuer”).

 

Item 2. Identity and Background.

 

Item 2 of the Schedule 13D is hereby amended by deleting the first paragraph and replacing it with the following:

 

“The names of the persons filing this statement are Crestview Partners II GP, L.P. (“Crestview GP”), Crestview Radio Investors, LLC (“Crestview Radio Investors”), Crestview Partners II, L.P. (“DE Fund”), Crestview Partners II (TE), L.P. (“TE Fund”), Crestview Partners II (FF), L.P. (“FF Fund”), Crestview Offshore Holdings II (Cayman), L.P. (“Cayman Fund”), Crestview Offshore Holdings II (FF Cayman), L.P. (“FF Cayman Fund”), Crestview Offshore Holdings II (892 Cayman), L.P. (“892 Cayman Fund,” and together with DE Fund, TE Fund, FF Fund, Cayman Fund and FF Cayman Fund, the “Crestview Funds”) and Crestview Advisors, L.L.C. (“Crestview Advisors” and, together with Crestview Radio Investors, the Crestview Funds and Crestview GP, the “Reporting Persons” and each, a “Reporting Person”). Crestview GP serves as the general partner of the Crestview Funds. The general partner of Crestview GP is Crestview, L.L.C. Each of the Crestview Funds is a private investment fund and a member of Crestview Radio Investors, which is a special purpose investment vehicle. DE Fund, TE Fund, FF Fund, Cayman Fund, FF Cayman Fund and 892 Cayman Fund are 74.5%, 2.4%, 4.1%, 11.4%, 1.3% and 6.3% members, respectively, in Crestview Radio Investors, which is the record owner of 64,970,642 shares of Class A Common Stock and a warrant to purchase 7,815,553 shares of Class A Common Stock. Crestview Advisors provides investment advisory and management services to the Crestview Funds. The address of the principal office of each of the Reporting Persons and Crestview, L.L.C. is 667 Madison Avenue, New York, New York 10065.”

 

Item 3. Source and Amount of Funds or Other Consideration.

 

Item 3 of the Schedule 13D is hereby amended to add the following at the end of such section:

 

“Crestview Radio Investors purchased 4,335,331 shares of the Class A Common Stock in a series of open market transactions during the period between May 8, 2015 and November 25, 2015. The aggregate purchase price for such 4,335,331 shares of the Class A Common Stock was $4,802,801 which full amount was paid by Crestview Radio Investors from its working capital (funds available for investment and available lines of credit).

 

On May 14, 2015, the Issuer granted 40,486 restricted shares of Class A Common Stock to Jeffrey Marcus and 40,486 restricted shares of Class A Common Stock to Brian Cassidy in respect of their service on the Board. Each of Mr. Marcus and Mr. Cassidy is a Partner of Crestview Advisors, L.L.C. These securities will fully vest on May 14, 2016. In connection with the vesting of these securities, Messrs. Marcus and Cassidy will assign all rights, title and interest in these securities to Crestview Advisors, L.L.C.”

 

Item 5. Interest in Securities of the Issuer.

 

Item 5(a) of the Schedule 13D is hereby amended and restated in its entirety as follows: 

 

“(a) Amount beneficially owned:

 

As of November 25, 2015, the Reporting Persons beneficially owned in the aggregate 72,953,315 shares of the Class A Common Stock. Such shares constitute 30.27% of the outstanding shares of the Class A Common Stock, based on (i) 233,171,452 shares of Class A Common Stock outstanding as of September 30, 2015 as reported in the Issuer’s Quarterly Report filed on Form 10-Q with the Securities and Exchange Commission (“SEC”) on November 5, 2015, plus (ii) 7,815,553 shares of the Class A Common Stock, which may be acquired upon exercise of the Class A Warrant.

 

Crestview GP is the general partner of each of the Crestview Funds. Each of the Crestview Funds is a member of Crestview Radio Investors. DE Fund, TE Fund, FF Fund, Cayman Fund, FF Cayman Fund and 892 Cayman Fund are 74.5%, 2.4%, 4.1%, 11.4%, 1.3% and 6.3% members, respectively, in Crestview Radio Investors, which is the record owner of 64,970,642 shares of the Class A Common Stock and the Class A Warrant to purchase 7,815,553 shares of the Class A Common Stock.

 

 
 

 

Crestview Advisors owns 86,148 shares of Class A Common Stock.

 

Jeffrey Marcus holds 40,486 restricted shares of Class A Common Stock granted by the Issuer to Mr. Marcus in respect of his service on the Board. Mr. Marcus is a Partner of Crestview Advisors. These securities will fully vest on May 14, 2016. In connection with the vesting of these securities, Mr. Marcus will assign all rights, title and interest in these securities to Crestview Advisors.

 

Brian Cassidy holds 40,486 restricted shares of Class A Common Stock granted by the Issuer to Mr. Cassidy in respect of his service on the Board. Mr. Cassidy is a Partner of Crestview Advisors. These securities will fully vest on May 14, 2016. In connection with the vesting of these securities, Mr. Cassidy will assign all rights, title and interest in these securities to Crestview Advisors.

 

Crestview GP may be deemed to beneficially own the 86,148 shares of Class A Common Stock owned by Crestview Advisors and the 80,972 restricted shares of Class A Common Stock held by Messrs. Marcus and Cassidy that, upon vesting on May 14, 2016, will be assigned to Crestview Advisors.

 

Each Reporting Person disclaims beneficial ownership of the reported securities except and to the extent of its pecuniary interest therein.

 

(b) Number of shares as to which such person has:

 

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

 

See item 7 on Cover Pages to this Schedule 13D.

 

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

 

See item 8 on Cover Pages to this Schedule 13D.

 

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

 

See item 9 on Cover Pages to this Schedule 13D.

 

(iv) Shared power to dispose or to direct the disposition of:

 

See item 10 on Cover Pages to this Schedule 13D.

 

(c) Except for the acquisitions set forth on Schedule A hereto, the persons identified in Item 2 of this Schedule 13D have not effected any transaction in shares of the Class A Common Stock during the preceding 60 days.

 

(d) Except as described in this Schedule 13D, no person has the power to direct the receipt of dividends on or the proceeds of sales of, the shares of the Class A Common Stock owned by the Reporting Persons.

 

(e) Not applicable.”

 

Item 7. Material to be Filed as Exhibits.

 

  Exhibit 1 Joint Filing Agreement, dated November 25, 2015, as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended.
     
  Exhibit 2 Stockholders’ Agreement, dated as of September 16, 2011, by and among Crestview Radio Investors, LLC, Cumulus Media Inc., BA Capital Company, L.P., Banc of America Capital Investors SBIC, L.P., Blackstone FC Communications Partners L.P., Lewis W. Dickey, Jr., John W. Dickey, David W. Dickey, Michael W. Dickey, Lewis W. Dickey, Sr., DBBC, L.L.C., MIHI LLC and UBS Securities LLC (filed as Exhibit 10.6 to the Issuer’s Form 8-K (File No. 000-24525) filed with the SEC on September 22, 2011 and incorporated herein by reference).
     
  Exhibit 3 First Amendment to Stockholders’ Agreement, dated as of April 27, 2015, among Cumulus Media Inc. and Crestview Radio Investors, LLC (filed as Exhibit 10.1 to the Issuer’s Form 8-K (File No. 000-24525) filed with the SEC on April 29, 2015 and incorporated herein by reference).

 

 

 
 

 

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.

 

Date: November 25, 2015

 

 

CRESTVIEW RADIO INVESTORS, LLC

 

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone 

Title: Chief Financial Officer

 

 

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.

CRESTVIEW OFFSHORE HOLDINGS II (892 CAYMAN), L.P.

 

 

By: Crestview Partners II GP, L.P.,

the general partner of each limited partnership above

 

By: Crestview, L.L.C., its general partner

 

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone

Title: Chief Financial Officer

 

 

CRESTVIEW PARTNERS II GP, L.P.

 

 

By: Crestview, L.L.C., its general partner

 

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone

Title: Chief Financial Officer

 

 

CRESTVIEW ADVISORS, L.L.C.

 

 

By: /s/ Evelyn C. Pellicone  

Name: Evelyn C. Pellicone

Title: Chief Financial Officer

 

 

Attention. Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).

 

 
 

 

 

Schedule A

 

(All transactions were made in the open market)

 

Date of Transaction Person Effecting Transaction Amount of Shares of
Class A Common Stock		 Purchase Price
per Share
11/23/2015 Crestview Radio Investors, LLC 1,400,922 (1) $0.1997 (2)
11/24/2015 Crestview Radio Investors, LLC  721,518 (1) $0.2338 (2)
11/25/2015 Crestview Radio Investors, LLC 421,885 (1) $0.2412 (2)

 

(1) The amount of shares represents the aggregate amount of shares that were purchased in the sales that were executed on each corresponding day.

 

(2) The price represents the approximate weighted average price per share of sales that were executed on each corresponding day.