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BA SBIC MANAGEMENT LLC 4

4 · CUMULUS MEDIA INC · Filed Jan 2, 2009

Insider Transaction Report

Form 4
Period: 2008-12-30
CUMULUS MEDIA INCCMLS
BA CAPITAL CO LP
Director10% Owner
Transactions
  • Disposition to Issuer

    Director Stock Options (Right to Buy)

    2008-12-30−25,000→ 40,000 total
    Exercise: $6.44Exp: 2010-10-04→ Class A Common Stock (25,000 underlying)
  • Award

    Director Stock Options (Right to Buy)

    2008-12-30+13,498→ 13,498 total(indirect: See Footnote)
    Exercise: $2.54Exp: 2018-12-30→ Class A Common Stock (13,498 underlying)
  • Award

    Class A Common Stock

    2008-12-30+10,258→ 16,258 total(indirect: See Footnote)
  • Award

    Director Stock Options (Right to Buy)

    2008-12-30+13,497→ 40,493 total(indirect: See Footnote)
    Exercise: $3.30Exp: 2018-12-30→ Class A Common Stock (13,497 underlying)
  • Award

    Director Stock Options (Right to Buy)

    2008-12-30+3,928→ 3,928 total
    Exercise: $2.54Exp: 2018-12-30→ Class A Common Stock (3,928 underlying)
  • Award

    Director Stock Options (Right to Buy)

    2008-12-30+3,927→ 7,855 total
    Exercise: $2.92Exp: 2018-12-30→ Class A Common Stock (3,927 underlying)
  • Disposition to Issuer

    Director Stock Options (Right to Buy)

    2008-12-30−40,000→ 160,000 total(indirect: See Footnote)
    Exercise: $14.62Exp: 2012-03-01→ Class A Common Stock (40,000 underlying)
  • Award

    Class A Common Stock

    2008-12-30+3,334→ 1,665,152 total
Footnotes (13)
  • [F1]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.
  • [F10]Cancelled options provided for vesting in four equal annual installments beginning on August 4, 2006.
  • [F11]Cancelled options provided for vesting in four equal annual installments beginning on October 4, 2000.
  • [F12]Cancelled options provided for vesting in four equal annual installments beginning on April 12, 2001.
  • [F13]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.
  • [F2]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.
  • [F3]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.
  • [F4]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.
  • [F5]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.
  • [F6]Cancelled options provided for vesting in four equal annual installments beginning on March 1, 2002.
  • [F7]Cancelled options provided for vesting in four equal annual installments beginning on March 4, 2003.
  • [F8]Cancelled options provided for vesting in four equal annual installments beginning on May 13, 2004.
  • [F9]Cancelled options provided for vesting in four equal annual installments beginning on April 7, 2005.

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