Sec Form 3 Filing - Oliver Ross A. @ CUMULUS MEDIA INC - 2017-03-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Oliver Ross A.
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)
C/O CRESTVIEW ADVISORS, L.L.C., 667 MADISON AVENUE, 10TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/21/2017
(Street)
NEW YORK, NY10065
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, par value $0.01 per share 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )
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
Warrants to purchase Class A Common Stock ( 1 ) ( 2 ) ( 3 ) ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Class A Common Stock, par value $0.01 per share 0 I See Footnotes ( 1 ) ( 2 ) ( 3 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oliver Ross A.
C/O CRESTVIEW ADVISORS, L.L.C.
667 MADISON AVENUE, 10TH FLOOR
NEW YORK, NY10065
X
Signatures
/s/ Ross A. Oliver 03/24/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The reporting person is a member of the Issuer's board of directors and a limited partner of Crestview Partners II GP, L.P. and an officer of Crestview Advisors, L.L.C and Crestview, L.L.C.
( 2 )Crestview L.L.C. is the general partner of Crestview Partners II GP, L.P., which serves as the general partner of 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. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Radio Investors, LLC. Crestview Advisors, L.L.C. provides investment advisory and management services to certain of the foregoing entities.
( 3 )As previously reported, (i) Crestview Radio Investors, LLC directly holds shares of Class A Common Stock of the Issuer and warrants to purchase Class A Common Stock of the Issuer and (ii) Crestview Advisors, L.L.C. directly holds shares of Class A Common Stock of the Issuer. The Reporting Person disclaims beneficial ownership of such previously reported securities.

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).

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