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^*

STAKELIN WILLIAM L

(Last)

(First)

(Middle)

2000 FIFTH THIRD CENTER

511 WALNUT STREET

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
REGENT COMMUNICATIONS INC [ RGCI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/03/2007

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
Common stock	01/03/2007		F		8,071⁽¹⁾	D	$2.81	258,529⁽²⁾	D
Common stock	01/03/2007		A		75,000⁽³⁾	A	$2.81	333,529⁽⁴⁾	D
Common stock								500	I	Owned by son
Common stock								500	I	owned by daughter

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)

Explanation of Responses:

1. On January 3, 2007, 18,750 shares of restricted common stock awarded to Mr. Stakelin on January 3, 2006 under the Regent Communications, Inc. 2005 Incentive Compensation Plan vested. The Company withheld 8,071 shares of the vested amount as payment for the tax liability due by Mr. Stakelin on the vesting date.

2. Includes 4,705 shares of common stock held for Mr. Stakelin in the Regent Communications, Inc. 401(k) Profit Sharing Plan and 13,850 shares of common stock purchased by Mr. Stakelin through the Regent Communciations, Inc. Employee Stock Purchase Plan. Additionally, 56,250 shares of common stock issued on January 3, 2006 under the Regent Communications, Inc. 2005 Incentive Compensation Plan remain unvested at January 3, 2007.

3. On January 3, 2007, 75,000 restricted shares of Regent Communications, Inc. common stock were awarded to Mr. Stakelin under the Regent Communications, Inc. 2005 Incentive Compensation Plan, pursuant to Rule 16b-3(d), and vest in four equal installments beginning on the first anniversary of the grant date specified in Item 3.

4. Includes 4,705 shares of common stock held for Mr. Stakelin in the Regent Communications, Inc. 401(k) Profit Sharing Plan and 13,850 shares of common stock purchased by Mr. Stakelin through the Regent Communications, Inc. Employee Stock Purchase Plan. As of January 3, 2007, 56,250 shares of common stock granted January 3, 2006 and 75,000 shares of common stock granted January 3, 2007 under the Regent Communications, Inc. 2005 Incentive Compensation Plan remain unvested.

	/s/ William L. Stakelin, as executed by Anthony A. Vasconcellos, pursuant to a power of attorney form previously filed	01/04/2007
	** 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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