Sec Form 4 Filing - PINCH JOHN G @ CUMULUS MEDIA INC - 2014-02-25

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 PINCH JOHN G 2. Issuer Name and Ticker or Trading Symbol CUMULUS MEDIA INC [ CMLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP & Co-COO (Last) (First) (Middle) 3280 PEACHTREE ROAD, NW, SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2014 (Street) ATLANTA, GA30305 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, $.01 par value 02/25/2014 M 525,000 A $ 4.34 761,580 D Class A Common Stock, $.01 par value 02/25/2014 M 20,975 A $ 2.54 782,555 D Class A Common Stock, $.01 par value 02/25/2014 M 20,975 A $ 2.92 803,530 D Class A Common Stock, $.01 par value 02/25/2014 M 20,974 A $ 3.3 824,504 D Class A Common Stock, $.01 par value 02/25/2014 F 429,622 ( 1 ) D $ 6.62 394,882 D Class A Common Stock, $.01 par value 02/25/2014 S 25,000 D $ 6.36 369,882 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 Employee Stock Option (right to buy) $ 4.34 02/25/2014 M 525,000 ( 2 ) 09/16/2021 Class A Common Stock, $.01 par value 525,000 $ 0 1,200,000 D Employee Stock Option (right to buy) $ 2.54 02/25/2014 M 20,975 ( 3 ) 09/16/2021 Class A Common Stock, $.01 par value 20,975 $ 0 0 D Employee Stock Option (right to buy) $ 2.92 02/25/2014 M 20,975 ( 4 ) 09/16/2021 Class A Common Stock, $.01 par value 20,975 $ 0 0 D Employee Stock Option (right to buy) $ 3.3 02/25/2014 M 20,974 ( 5 ) 09/16/2021 Class A Common Stock, $.01 par value 20,974 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other PINCH JOHN G 3280 PEACHTREE ROAD, NW SUITE 2300 ATLANTA, GA30305 EVP & Co-COO Signatures /s/ Richard S. Denning 02/27/2014 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Represents aggregate number of shares withheld by the Company to satisfy stock option exercise prices and tax obligations upon exercise of such options. ( 2 )1,035,000 of the shares subject to this option were exercisable, with the remaining shares subject to the option to vest in equal amounts on each of September 14, 2014 and 2015. ( 3 )All of the shares subject to this option were exerciseable. ( 4 )All of the shares subject to this option were exerciseable. ( 5 )All of the shares subject to this option were exerciseable.

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).

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