Sec Form 4 Filing - BA CAPITAL CO LP @ CUMULUS MEDIA INC - 2014-02-18

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
BA CAPITAL CO LP
2. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [ CMLS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
150 N. COLLEGE ST., SUITE 2500
3. Date of Earliest Transaction (MM/DD/YY)
02/18/2014
(Street)
CHARLOTTE, NC28202
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 02/18/2014 S 35,500 D $ 7.4044 ( 1 ) 6,570,443 D ( 2 ) ( 3 )
Class A Common Stock 86,895 I See Footnotes ( 4 ) ( 5 )
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BA CAPITAL CO LP
150 N. COLLEGE ST.
SUITE 2500
CHARLOTTE, NC28202
X
BANC OF AMERICA CAPITAL INVESTORS SBIC LP
150 N. COLLEGE ST.
SUITE 2500
CHARLOTTE, NC28202
X
Signatures
/s/ Edward A. Balogh, Chief Operating Officer of RE Equity Management GP, LLC, general partner of RE Equity Management, L.P., sole member of RE SBIC Management, LLC, general partner of BA Capital Company, L.P. 02/20/2014
Signature of Reporting Person Date
/s/ Edward A. Balogh, Chief Operating Officer of REP I GP, LLC, general partner of Ridgemont Capital Management, L.P., sole member of Ridgemont Management SBIC, LLC, general partner of Banc of America Capital Investors SBIC, L.P. 02/20/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The price reported in Column 4 is a weighted average sale price. The reporting person undertakes to provide to the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote.
( 2 )Following the reported transactions, BA Capital Company, L.P. ("BA Capital") holds 1,482,883 shares of Class A Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) RE SBIC Management, LLC, the general partner of BA Capital, (b) RE Equity Management, L.P., the sole member of RE SBIC Management, LLC, (c) RE Equity Management GP, LLC, the general partner of RE Equity Management L.P., and (d) J. Travis Hain, the managing member of RE Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein. Robert H. Sheridan, III, who serves as a director of the Issuer, was originally appointed as a representative of BA Capital, and accordingly BA Capital may be deemed to be a director by deputization.
( 3 )Following the reported transactions, Banc of America Capital Investors SBIC, L.P. holds 5,087,560 shares of Class A Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) Ridgemont Capital Management SBIC, LLC (f/k/a Banc of America Capital Management SBIC, LLC), the general partner of Banc of America Capital Investors SBIC, L.P., (b) Ridgemont Capital Management, L.P. (f/k/a Banc of America Capital Management, L.P.), the sole member of Ridgemont Capital Management SBIC, LLC, (c) REP I GP, LLC (f/k/a BACM I GP, LLC), the general partner of Ridgemont Capital Management, L.P., and (d) Mr. Hain, the managing member of REP I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities except to the extent of his pecuniary interest therein.
( 4 )Represents shares of restricted Class A Common Stock awarded to Mr. Sheridan, who serves as a director of the Issuer and was originally appointed as a representative of BA Capital. Pursuant to the policies of BA Capital and its affiliates, Mr. Sheridan is deemed to hold the reported shares of restricted Class A Common Stock for the benefit of BA Capital. BA Capital may be deemed the indirect beneficial owner of the shares of restricted Class A Common Stock.
( 5 )Additionally, these shares of restricted Class A Common Stock may be deemed to be beneficially owned by (a) RE SBIC Management, LLC (f/k/a BA SBIC Management, LLC), the general partner of BA Capital, (b) RE Equity Management, L.P. (f/k/a BA Equity Management L.P.), the sole member of RE SBIC Management, LLC, (c) RE Equity Management GP, LLC (f/k/a BA Equity Management GP, LLC), the general partner of RE Equity Management, L.P., and (d) J. Travis Hain, the managing member of RE Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.

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