SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
JOHNSTON NEIL O

(Last) (First) (Middle)
6205 PEACHTREE DUNWOODY ROAD

(Street)
ATLANTA GA 30328

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [ CXR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Vice President & CFO
3. Date of Earliest Transaction (Month/Day/Year)
03/15/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 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 03/15/2005 A 3,500(1) A $0 9,749 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 (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 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 (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (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: 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
MAR 2005 Stock Option $17.04 03/15/2005 A 36,780 03/15/2010(2) 03/15/2015 Class A Common Stock 36,780 $0 36,780 D
APR 2001 Stock Options $20.57 04/09/2006(3) 04/09/2011 Class A Common Stock 734 734 D
JAN 1999 Stock Option $13.92 10/19/1999(4) 01/01/2009 Class A Common Stock 2,193 2,193 D
JAN 2001 Stock Option $21.81 01/02/2006(5) 01/02/2011 Class A Common Stock 17,000 17,000 D
JAN 2002 Stock Option $24.66 01/02/2007(6) 01/02/2012 Class A Common Stock 25,000 25,000 D
MAR 2001 Stock Option $22.51 03/01/2006(7) 03/01/2011 Class A Common Stock 16,339 16,339 D
MAR 2003 Stock Option $20.9 03/18/2008(8) 01/01/2013 Class A Common Stock 30,860 30,860 D
MAR 2004 Stock Option $21.3 03/15/2009(9) 03/15/2014 Class A Common Stock 20,000 20,000 D
Explanation of Responses:
1. Issued pursuant to the Issuer's Long-Term Incentive Plan.
2. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2008, 20% in March 2009, and 20% in March 2010.
3. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in April 2004, 20% in April 2005, and 20% in April 2006.
4. Award vested 100% on this date due to Long-Term Incentive Plan grant provision accelerating vesting upon achievement of stock performance targets.
5. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% In January 2004, 20% in January 2005, and 20% in January 2006.
6. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in January 2005, 20% in January 2006, and 20% in January 2007.
7. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2004, 20% in March 2005, and 20% in March 2006.
8. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2006, 20% in March 2007, and 20% in March 2008.
9. Pursuant to the Issuer's Long-Term Incentive Plan, the grant will vest and become exercisable as follows: 60% in March 2007, 20% in March 2008, and 20% in March 2009.
Remarks:
/s/ Johnston, Neil O. 03/17/2005
** Signature of Reporting Person Date
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.
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