SHERIDAN ROBERT H III 4
4 · CUMULUS MEDIA INC · Filed Jan 2, 2009
Insider Transaction Report
Form 4
SHERIDAN ROBERT H III
Director
Transactions
- Award
Class A Common Stock
2008-12-30+10,258→ 16,258 total - Award
Director Stock Options (Right to Buy)
2008-12-30+13,498→ 13,498 totalExercise: $2.54Exp: 2018-12-30→ Class A Common Stock (13,498 underlying) - Disposition to Issuer
Director Stock Options (Right to Buy)
2008-12-30−40,000→ 160,000 totalExercise: $14.62Exp: 2012-03-01→ Class A Common Stock (40,000 underlying) - Award
Director Stock Options (Right to Buy)
2008-12-30+13,497→ 40,493 totalExercise: $3.30Exp: 2018-12-30→ Class A Common Stock (13,497 underlying)
Footnotes (9)
- [F1]On December 30, 2008, the Issuer cancelled, pursuant to the Issuer's option exchange program, options granted to the reporting person on: March 1, 2002; March 4, 2003; May 13, 2004; April 7, 2005 and August 4, 2006. In exchange for such options, the reporting person received options to purchase 40,493 shares of Class A Common Stock and 10,258 shares of restricted Class A Common Stock.
- [F2]The reporting person 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, the reporting person is deemed to hold the reported shares of restricted Class A Common Stock and options for the benefit of BA Capital and must exercise the options solely upon the direction of BA Capital. BA Capital may be deemed the indirect beneficial owner of the shares of restricted Class A Common Stock and options.
- [F3]Additionally, these 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. The reporting person disclaims beneficial ownership of the shares of restricted Class A Common Stock and options except to the extent of his pecuniary interest therein.
- [F4]Cancelled options provided for vesting in four equal annual installments beginning on March 1, 2002.
- [F5]Cancelled options provided for vesting in four equal annual installments beginning on March 4, 2003.
- [F6]Cancelled options provided for vesting in four equal annual installments beginning on May 13, 2004.
- [F7]Cancelled options provided for vesting in four equal annual installments beginning on April 7, 2005.
- [F8]Cancelled options provided for vesting in four equal annual installments beginning on August 4, 2006.
- [F9]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.