-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U0MipShs21QbMxycMJpoohcLtEU9kcK33xuKIEJ6tECq2qgmuzFeYVehDn/6ooiL q1gJr4GZPYa5HDCjk7OQ0w== 0001181431-07-067286.txt : 20071107 0001181431-07-067286.hdr.sgml : 20071107 20071107171235 ACCESSION NUMBER: 0001181431-07-067286 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20071105 FILED AS OF DATE: 20071107 DATE AS OF CHANGE: 20071107 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: MERRILL LYNCH PIERCE FENNER & SMITH INC CENTRAL INDEX KEY: 0000728612 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 071222428 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2126702273 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CENTER STREET 2: NORTH TOWER CITY: NEW YORK STATE: NY ZIP: 10080 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MERRILL LYNCH & CO INC CENTRAL INDEX KEY: 0000065100 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 071222429 BUSINESS ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 BUSINESS PHONE: 2124491000 MAIL ADDRESS: STREET 1: 4 WORLD FINANCIAL CTR CITY: NEW YORK STATE: NY ZIP: 10080 4 1 rrd177668.xml 4 X0202 4 2007-11-05 0 0001058623 CUMULUS MEDIA INC CMLS 0000065100 MERRILL LYNCH & CO INC 4 WORLD FINANCIAL CENTER NEW YORK NY 10080 0 0 0 1 Member of 13D Group (5) 0000728612 MERRILL LYNCH PIERCE FENNER & SMITH INC 4 WORLD FINANCIAL CENTER NEW YORK NY 10080 0 0 0 1 Member of 13D Group (5) Class A Common Stock 2007-11-05 4 P 0 1000 9.85 A 124602 I By: Merrill Lynch, Pierce, Fenner & Smith Incorporated Class A Common Stock 2007-11-05 4 S 0 1000 9.85 D 123602 I By: Merill Lynch, Pierce, Fenner & Smith Incorporated The transactions reported on this Form reflect transactions executed by the error correction section of Merrill Lynch, Pierce, Fenner & Smith Incorporated ("MLPFS"), a wholly-owned subsidiary of Merrill Lynch & Co., Inc. ("ML&Co., Inc."), to correct errors made in connection with trades made on behalf of clients. In connection with the transactions reported on this Form, the Reporting Persons have agreed to voluntarily remit appropriate profits, if any, to Cumulus Media Inc. The Reporting Persons disclaim that the transactions reported on this Form are subject to reporting under Section 16(a) or disgorgement under Section 16(b), and this report shall not be deemed an admission that those sections apply to these transactions. Shares owned directly by MLPFS, a wholly-owned subsidary of ML&Co., Inc. MLGPE Fund US Alternative, L.P., an affiliate of the Reporting Persons, has entered into certain arrangements with Lewis Dickey, Jr. and members of Mr. Dickey's family as a result of which the Reporting Persons may be deemed to be members of a group that beneficially owns greater than 10% of the issued and outstanding Common Stock of the Issuer pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Reporting Persons hereby expressly disclaim beneficial ownership of any shares of Common Stock of the Issuer, except to the extent of their pecuniary interest in the shares reported on this Form 4, and the filing of this Statement shall not be construed as an admission that such persons or entities are, for purposes of Section 13(d) of the Exchange Act, as amended, the beneficial owners of any such shares of Common Stock. Neither the present filing or anything contained here shall be construed as an admission that any Reporting Person is a member of a "group" for any purpose or is subject to the reporting reqirements under Section 16 of the Exchange Act. Each of the Reporting Persons may be deemed a member of a 13D Group that may be deemed to beneficially own (within the meaning of Section 13(d) of the Securities Exchange Act of 1934) more than 10% of a registered class of Issuer's securities. See footnotes (3)(4) and (5). Merrill Lynch & Co., Inc. By: /s/ Jonathan S. Santelli, Assistant Secretary 2007-11-07 Merrill Lynch, Pierce, Fenner & Smith Incorporated By: /s/ Jonathan S. Santelli, Assistant Secretary 2007-11-07 -----END PRIVACY-ENHANCED MESSAGE-----