SEC FORM 4

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

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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 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(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)
12/30/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/30/2008		A		10,258	A	⁽¹⁾	16,258	I	See Footnote⁽²⁾
Class A Common Stock	12/30/2008		A		3,334	A	⁽³⁾	1,665,152	D⁽⁴⁾⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Director Stock Options (Right to Buy)	$14.62	12/30/2008		D			40,000	⁽⁶⁾	03/01/2012	Class A Common Stock	40,000	⁽¹⁾	160,000	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$14.03	12/30/2008		D			40,000	⁽⁷⁾	03/04/2013	Class A Common Stock	40,000	⁽¹⁾	120,000	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$19.38	12/30/2008		D			40,000	⁽⁸⁾	05/13/2014	Class A Common Stock	40,000	⁽¹⁾	80,000	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$14.36	12/30/2008		D			40,000	⁽⁹⁾	04/07/2015	Class A Common Stock	40,000	⁽¹⁾	40,000	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$9.4	12/30/2008		D			40,000	⁽¹⁰⁾	08/04/2016	Class A Common Stock	40,000	⁽¹⁾	0	I⁽²⁾	See Footnote
Director Stock Options (Right to Buy)	$6.44	12/30/2008		D			25,000	⁽¹¹⁾	10/04/2010	Class A Common Stock	25,000	⁽³⁾	40,000	D⁽⁴⁾⁽⁵⁾
Director Stock Options (Right to Buy)	$5.92	12/30/2008		D			40,000	⁽¹²⁾	04/12/2011	Class A Common Stock	40,000	⁽³⁾	0	D⁽⁴⁾⁽⁵⁾
Director Stock Options (Right to Buy)	$2.54	12/30/2008		A		13,498		⁽¹³⁾	12/30/2018	Class A Common Stock	13,498	⁽¹⁾	13,498	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$2.92	12/30/2008		A		13,498		⁽¹³⁾	12/30/2018	Class A Common Stock	13,498	⁽¹⁾	26,996	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$3.3	12/30/2008		A		13,497		⁽¹³⁾	12/30/2018	Class A Common Stock	13,497	⁽¹⁾	40,493	I	See Footnote⁽²⁾
Director Stock Options (Right to Buy)	$2.54	12/30/2008		A		3,928		⁽¹³⁾	12/30/2018	Class A Common Stock	3,928	⁽³⁾	3,928	D⁽⁴⁾⁽⁵⁾
Director Stock Options (Right to Buy)	$2.92	12/30/2008		A		3,927		⁽¹³⁾	12/30/2018	Class A Common Stock	3,927	⁽³⁾	7,855	D⁽⁴⁾⁽⁵⁾
Director Stock Options (Right to Buy)	$3.3	12/30/2008		A		3,927		⁽¹³⁾	12/30/2018	Class A Common Stock	3,927	⁽³⁾	11,782	D⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

BA CAPITAL CO LP

(Last)

(First)

(Middle)

100 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

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 FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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 N TRYON ST.

25TH FLOOR

(Street)

CHARLOTTE

28255

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 30, 2008, the Issuer cancelled, pursuant to the Issuer's option exchange program, options granted to Robert H. Sheridan on: March 1, 2002; March 4, 2003; May 13, 2004; April 7, 2005 and August 4, 2006. In exchange for such options, Robert H. Sheridan received options to purchase 40,493 shares of Class A Common Stock and 10,258 shares of restricted Class A Common Stock.

2. Represents shares of restricted Class A Common Stock and options to purchase shares of Class A Common Stock awarded to Robert H. Sheridan, who serves on the board of directors of the Issuer as a designee of BA Capital Company, L.P. ("BA Capital"). Pursuant to the policies of BA Capital and its affiliates, Mr. Sheridan is deemed to hold these shares and options for the benefit of BA Capital. BA Capital may be deemed the indirect beneficial owner of the shares of restricted Class A Common Stock and options. Additionally, the shares of restricted Class A Common Stock and options may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital, (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.

3. On December 30, 2008, the Issuer cancelled, pursuant to the Issuer's option exchange program, options granted to BA Capital on October 4, 2000 and April 12, 2001. In exchange for such options, BA Capital received options to purchase 11,782 shares of Class A Common Stock and 3,334 shares of restricted Class A Common Stock.

4. BA Capital holds 843,584 shares of Class A 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, (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.

5. Banc of America Capital Investors SBIC, L.P. holds 821,568 shares of Class A 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.

6. Cancelled options provided for vesting in four equal annual installments beginning on March 1, 2002.

7. Cancelled options provided for vesting in four equal annual installments beginning on March 4, 2003.

8. Cancelled options provided for vesting in four equal annual installments beginning on May 13, 2004.

9. Cancelled options provided for vesting in four equal annual installments beginning on April 7, 2005.

10. Cancelled options provided for vesting in four equal annual installments beginning on August 4, 2006.

11. Cancelled options provided for vesting in four equal annual installments beginning on October 4, 2000.

12. Cancelled options provided for vesting in four equal annual installments beginning on April 12, 2001.

13. Options become exercisable at the rate of (1) 50% on the second anniversary of the date of grant and (2) 25% on each of the two succeeding anniversaries thereafter.

	/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, general partner of BA Capital Company, L.P.	01/02/2009
	/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, general partner of Banc of America Capital Investors SBIC, L.P.	01/02/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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