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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* BA CAPITAL CO LP (Last) (First) (Middle) 100 NORTH TRYON STREET 25TH FLOOR (Street) CHARLOTTE NC 28225 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol CUMULUS MEDIA INC [ CMLS ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 06/29/2006
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								840,250	D(1)

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Purchase Agreement (sale of Class B Common Stock)(2)	$11.5(2)	06/29/2006(2)		J(2)		5,000,000(2)		06/29/2006(2)	08/15/2006(3)	Class A Common Stock	5,000,000(2)	$0	0	D(2)
Class B Common Stock	(5)	06/29/2006(2)		D		5,000,000(2)		(5)	(5)	Class A Common Stock	5,000,000(2)	$11.5(2)	6,630,759	D(1)(4)

1. Name and Address of Reporting Person* BA CAPITAL CO LP (Last) (First) (Middle) 100 NORTH TRYON STREET 25TH FLOOR (Street) CHARLOTTE NC 28225 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BA SBIC MANAGEMENT LLC (Last) (First) (Middle) 100 N TRYON ST 25TH FL (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BA EQUITY MANAGEMENT LP (Last) (First) (Middle) 100 N TRYON ST 25TH FL (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BA EQUITY MANAGEMENT GP LLC (Last) (First) (Middle) 100 N TRYON ST 25TH FL (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* HAIN J TRAVIS (Last) (First) (Middle) 100 NORTH TRYON STREET (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BANC OF AMERICA CAPITAL INVESTORS SBIC LP (Last) (First) (Middle) 100 N TRYON ST 25TH FL (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Banc of America Capital Management SBIC, LLC (Last) (First) (Middle) 100 NORTH TRYON STREET 25TH FLOOR (Street) CHARLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BANC OF AMERICA CAPITAL MANAGEMENT LP (Last) (First) (Middle) 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH (Street) CHERLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* BACM I GP LLC (Last) (First) (Middle) 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH (Street) CHERLOTTE NC 28255 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Following the sale of Class B common stock (the "Class B Common Stock") of Cumulus Media Inc. ("Cumulus") under the Purchase Agreement (defined below), BACC holds 840,250 shares of Class A Common Stock and 849,275 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.

2. On May 10, 2006, Cumulus announced a modified "Dutch auction" tender offer (the "Tender Offer") in which Cumulus offered to purchase up to 11.5 million shares of its Class A common stock (the "Class A Common Stock") at a price not less than $11.00 nor greater than $12.50 per share. On May 9, 2006, Cumulus, Banc of America Capital Investors SBIC, L.P. ("BACI") and BACC (and, together with BACI, "the Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement"), under which, subject to the terms and conditions therein, the Sellers agreed to sell to Cumulus and Cumulus agreed to purchase from the Sellers 5,000,000 shares of Class B Common Stock for the price per share equal to the price paid in the Tender Offer. Closing under the Purchase Agreement took place on June 29, 2006. At closing, BACC and BACI respectively sold 1,130,721 and 3,869,279 shares of Class B Common Stock for a purchase price of $11.50 per share.

3. The Purchase Agreement permitted either the Sellers or Cumulus to terminate the agreement if the Tender Offer had not closed by August 15, 2006.

4. Following the sale of Class B Common Stock under the Purchase Agreement, BACI holds 5,781,484 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities.

5. The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration.

Remarks:

BA Capital Company, L.P. ("BACC") may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors.

	/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P.	06/29/2006
	/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC	06/29/2006
	/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP	06/29/2006
	/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC	06/29/2006
	/s/ J. Travis Hain	06/29/2006
	/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P.	06/29/2006
	/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC	06/29/2006
	/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P.	06/29/2006
	/s/ J. Travis Hain, Managing Member of BACM I GP, LLC	06/29/2006
	** Signature of Reporting Person	Date
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