Form Type: 4

SEC EDGAR Link
Accession Number:0000950103-15-004091
Date:2015-05-19
Issuer: CUMULUS MEDIA INC (CMLS)
Original Submission Date:

Reporting Person:

MARCUS JEFFREY
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR NEW YORK, NY 10065

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 2015-05-19 P 0 a $0.00 0 indirect f1,f2,f3
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE 2015-05-19 0 $0.00 56,038 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
Title of Derivative Security Conversion or Exercise Price of Derivative Security Transaction Date Deemed Execution Date Transaction Code Number of Derivative Securities Acquired (A) or Disposed of (D) Date ExercisableExpiration Date Title and Amount of Securities Underlying Derivative Security Price of Derivative Security Number of derivative Securities Beneficially Owned Following Reported Transaction(s) Ownership Form: Direct (D) or Indirect (I) Nature of Indirect Beneficial Ownership
Footnotes
IDfootnote
f1 on may 19 and 20, 2015, crestview radio investors, llc purchased 94,365 and 25,600 shares of class a common stock ("common stock"), at a price per share of $2.4712 and $2.4947, respectively. after such purchase, crestview radio investors, llc directly beneficially owns 61,962,449 shares of common stock and 7,815,553 warrants. each of crestview partners ii, l.p., crestview partners ii (te), l.p., crestview partners ii (ff), l.p., crestview offshore holdings ii (cayman), l.p., crestview offshore holdings ii (ff cayman), l.p., crestview offshore holdings ii (892 cayman), l.p. and crestview partners ii gp, l.p. may be deemed to have beneficial ownership of the 61,962,449 shares of common stock and 7,815,553 warrants directly owned by crestview radio investors, llc.
f2 crestview partners ii gp, l.p. is the general partner of crestview partners ii, l.p., crestview partners ii (ff), l.p., crestview partners ii (te), l.p., crestview offshore holdings ii (cayman), l.p., crestview offshore holdings ii (ff cayman), l.p. and crestview offshore holdings ii (892 cayman), l.p., each of which is a member of crestview radio investors, llc. the reporting person is a partner of crestview, l.l.c. (which is the general partner of crestview partners ii gp, l.p.) and a partner of crestview advisors, l.l.c., which provides investment advisory and management services to certain of the foregoing entities. crestview advisors, l.l.c. is the direct beneficial owner of 55,044 shares of common stock, which, as previously reported, were transferred by the reporting person to crestview advisors, l.l.c. in connection with the vesting of such shares.
f3 the reporting person disclaims beneficial ownership of the securities beneficially owned by crestview radio investors, llc and crestview advisors, l.l.c. except to the extent of his pecuniary interest therein.
f4 this amount includes (i) 15,552 restricted shares of common stock, which will fully vest on may 22, 2015, the first anniversary of the date of grant and (ii) 40,486 restricted shares of common stock, which will fully vest on may 14, 2016, the first anniversary of the grant date. as previously reported, the reporting person has agreed that, in connection with the vesting of the securities, the reporting person will assign all rights, title and interest in the securities to crestview advisors, l.l.c. the reporting person disclaims beneficial ownership of the securities except to the extent of his pecuniary interest therein.
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