Sec Form 4 Filing - ABBOT JOHN @ CUMULUS MEDIA INC - 2017-06-30

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 ABBOT JOHN 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) Chief Financial Officer (Last) (First) (Middle) C/O CUMULUS MEDIA INC., 3280 PEACHTREE ROAD, NW SUITE 2300 3. Date of Earliest Transaction (MM/DD/YY) 06/30/2017 (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

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 $ 9.28 ( 1 ) ( 2 ) 06/30/2017 D 187,500 ( 1 ) ( 3 )( 4 ) 07/01/2026 Class A Common Stock, $.01 par value 187,500 ( 1 ) $ 3.13 ( 5 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ABBOT JOHN C/O CUMULUS MEDIA INC. 3280 PEACHTREE ROAD, NW SUITE 2300 ATLANTA, GA30305 Chief Financial Officer Signatures /s/ John Abbot 07/06/2017 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Previously reported exercise prices and number of stock options have been proportionally adjusted to give effect to the Cumulus Media Inc. (the "Company") October 12, 2016 one-for-eight (1:8) reverse stock split. ( 2 )93,750 of the options were exercisable at a price of $2.56 per share, and 31,250 of such options were exercisable at each of $8.00, $16.00, and $24.00 per share, respectively. ( 3 )Option consisted of time and performance based components. ( 4 )Of the time based component, the option to purchase 28,125 shares was vested and exercisable, and the remainder of such component would have vested and become exercisable as follows: 28,125 shares on 7/1/18, and 18,750 shares on each of 7/1/19 and 7/1/2020. The performance based component was divided into three equal performance tranches (31,250 shares per tranche). Each tranche vested, or would have vested, as applicable, pro rata on each of the first four anniversaries of 7/1/16, with 30% of the respective tranche on each of the first two anniversaries, and 20% of the respective tranche on each of the next two anniversaries. The tranches would have become exercisable if following vesting the volume-weighted average closing sales price of the Company's Class A Common Stock for each 30 consecutive trading days ending with the date of determination was $8.00, $16.00, and $24.00, respectively. ( 5 )As previously disclosed by the Company, on May 18, 2017, the Board of Directors of the Company approved and adopted a supplemental incentive plan for 2017 (the "SIP") for key members of senior management. In order to be eligible participants had to agree to the cancellation of all of their outstanding equity awards. The price is derived from the previously disclosed target bonus amount as stipulated in the SIP, divided by the number of options canceled.

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