Sec Form 4 Filing - MASYR EVAN D @ SALEM MEDIA GROUP, INC. /DE/ - 2021-11-09

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person MASYR EVAN D 2. Issuer Name and Ticker or Trading Symbol SALEM MEDIA GROUP, INC. /DE/ [ SALM] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & CFO (Last) (First) (Middle) 4880 SANTA ROSA ROAD, STE 300 3. Date of Earliest Transaction (MM/DD/YY) 11/09/2021 (Street) CAMARILLO, CA93012 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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) Code V Amount (A) or (D) Price Class A Common Stock 11/09/2021 M 48,000 A $ 2.74 60,224 D Class A Common Stock 11/09/2021 S 48,000( 1 ) D $ 4.1156 12,224 D Class A Common Stock 11/09/2021 M 10,000 A $ 1.47 22,224 D Class A Common Stock 11/09/2021 M 18,750 A $ 1.34 40,974 D Class A Common Stock 11/09/2021 S 28,750 D $ 4.2054( 2 ) 12,224 D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Stock Option (right to buy) $ 2.74 11/09/2021 M 48,000 03/07/2015( 3 ) 03/07/2022( 4 ) Class A Common Stock 48,000 $ 0 0 D Stock Options (Right to buy) $ 1.47 11/09/2021 M 10,000 01/02/2021( 5 ) 01/02/2030 Common Stock 10,000 $ 0 40,000 D Stock Options (Right to buy) $ 1.34 11/09/2021 M 18,750 03/03/2021( 6 ) 03/03/2029 Common Stock 18,750 $ 0 56,250 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MASYR EVAN D 4880 SANTA ROSA ROAD STE 300 CAMARILLO, CA93012 EVP & CFO Signatures Christopher J. Henderson, as Attorney-in-Fact for MASYR EVAN D pursuant to a continuing Power of Attorney 11/11/2021 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This transaction was executed in multiple trades at prices ranging from $4.02 to $4.23. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 2 )This transaction was executed in multiple trades at prices ranging from $4.10 to $4.24. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected. ( 3 )The option shall vest fifty percent (50%) on March 7, 2015 and fifty percent (50%) on March 7, 2016. Upon any exercise, the reporting person must hold at least fifty percent (50%) of the shares purchased in each exercise for a period of at least two (2) years. ( 4 )The option expires on the fifth (5th) anniversary of each vesting date. The first installment to vest will expire on March 7, 2020 and the last installment to vest will expire on March 7, 2022. ( 5 )50,000 options were granted on January 2, 2020. The options vest annually in five (5) equal installments commencing January 2, 2021. ( 6 )75,000 options were granted on March 3, 2020. The options vest annually in four (4) equal installments commencing March 3, 2021.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.