0001181431-14-003200.txt : 20140121 0001181431-14-003200.hdr.sgml : 20140120 20140121151824 ACCESSION NUMBER: 0001181431-14-003200 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140116 FILED AS OF DATE: 20140121 DATE AS OF CHANGE: 20140121 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: BANC OF AMERICA CAPITAL INVESTORS SBIC LP CENTRAL INDEX KEY: 0001274971 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 14537922 MAIL ADDRESS: STREET 1: 100 N TRYON ST 25TH FL CITY: CHARLOTTE STATE: NC ZIP: 28255 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BA CAPITAL CO LP CENTRAL INDEX KEY: 0000902135 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24525 FILM NUMBER: 14537923 BUSINESS ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 BUSINESS PHONE: 7043861792 MAIL ADDRESS: STREET 1: 100 NORTH TRYON STREET 25TH FLOOR CITY: CHARLOTTE STATE: NC ZIP: 28225 FORMER NAME: FORMER CONFORMED NAME: NATIONSBANC CAPITAL CORP DATE OF NAME CHANGE: 19930423 4 1 rrd400323.xml FORM 4 X0306 4 2014-01-16 0 0001058623 CUMULUS MEDIA INC CMLS 0000902135 BA CAPITAL CO LP 150 N. COLLEGE ST. SUITE 2500 CHARLOTTE NC 28202 1 0 0 0 0001274971 BANC OF AMERICA CAPITAL INVESTORS SBIC LP 150 N. COLLEGE ST. SUITE 2500 CHARLOTTE NC 28202 1 0 0 0 Class A Common Stock 2014-01-16 4 S 0 110000 7.6264 D 6739343 D Class A Common Stock 2014-01-17 4 S 0 70000 7.5118 D 6669343 D Class A Common Stock 86895 I See Footnotes The price reported in Column 4 is a weighted average sale price. The reporting person undertakes to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote. Following the reported transactions, BA Capital Company, L.P. ("BA Capital") holds 1,505,858 shares of Class A Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) RE SBIC Management, LLC, the general partner of BA Capital, (b) RE Equity Management, L.P., the sole member of RE SBIC Management, LLC, (c) RE Equity Management GP, LLC, the general partner of RE Equity Management L.P., and (d) J. Travis Hain, the managing member of RE Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Robert H. Sheridan, III, who serves as a director of the Issuer, was originally appointed as a representative of BA Capital, and accordingly BA Capital may be deemed to be a director by deputization. Following the reported transactions, Banc of America Capital Investors SBIC, L.P. holds 5,163,485 shares of Class A Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) Ridgemont Capital Management SBIC, LLC (f/k/a Banc of America Capital Management SBIC, LLC), the general partner of Banc of America Capital Investors SBIC, L.P., (b) Ridgemont Capital Management, L.P. (f/k/a Banc of America Capital Management, L.P.), the sole member of Ridgemont Capital Management SBIC, LLC, (c) REP I GP, LLC (f/k/a BACM I GP, LLC), the general partner of Ridgemont Capital Management, L.P., and (d) Mr. Hain, the managing member of REP I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein. Represents shares of restricted Class A Common Stock awarded to Mr. Sheridan, who serves as a director of the Issuer and was originally appointed as a representative of BA Capital. Pursuant to the policies of BA Capital and its affiliates, Mr. Sheridan is deemed to hold the reported shares of restricted Class A Common Stock for the benefit of BA Capital. BA Capital may be deemed the indirect beneficial owner of the shares of restricted Class A Common Stock. Additionally, these shares of restricted Class A Common Stock may be deemed to be beneficially owned by (a) RE SBIC Management, LLC (f/k/a BA SBIC Management, LLC), the general partner of BA Capital, (b) RE Equity Management, L.P. (f/k/a BA Equity Management L.P.), the sole member of RE SBIC Management, LLC, (c) RE Equity Management GP, LLC (f/k/a BA Equity Management GP, LLC), the general partner of RE Equity Management, L.P., and (d) J. Travis Hain, the managing member of RE Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities. /s/ Edward A. Balogh, Chief Operating Officer of RE Equity Management GP, LLC, general partner of RE Equity Management, L.P., sole member of RE SBIC Management, LLC, general partner of BA Capital Company, L.P. 2014-01-21 /s/ Edward A. Balogh, Chief Operating Officer of REP I GP, LLC, general partner of Ridgemont Capital Management, L.P., sole member of Ridgemont Management SBIC, LLC, general partner of Banc of America Capital Investors SBIC, L.P. 2014-01-21