SEC FORM 4

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^*

BEASLEY GEORGE G

(Last)

(First)

(Middle)

3033 RIVIERA DRIVE, SUITE 200

(Street)

NAPLES

34103

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEASLEY BROADCAST GROUP INC [ BBGI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2008

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	03/10/2008		J⁽¹⁾		54,844	D	⁽²⁾	96,525	D
Class A Common Stock								1,096	I	See footnote.⁽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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁴⁾	03/10/2008		J⁽¹⁾		54,844		⁽²⁾	⁽²⁾	Class A Common Stock	54,844	⁽²⁾	117,166	D
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	10,948,034		10,948,034	I	See footnote.⁽⁶⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	48		48	I	See footnote.⁽⁷⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	211,019		211,019	I	See footnote.⁽⁸⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	24,014		24,014	I	See footnote.⁽⁹⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,214,417		2,214,417	I	See footnote.⁽¹⁰⁾
Class B Common Stock	⁽⁴⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	296,736		296,736	I	See footnote.⁽³⁾

Explanation of Responses:

1. George G. Beasley transferred 54,844 shares of Class A common stock to a non-reporting relative and in exchange received 54,844 shares of Class B common stock from the same relative.

2. Other than the exchange of shares described above in footnote 1. there was no consideration involved in this transaction.

3. By George G. Beasley as Trustee of the REB Florida Intangible Tax Trust, dated August 20, 2004.

4. Class B common stock converts to Class A common stock on a one-for-one basis.

5. This column is not applicable to this holding.

6. By George G. Beasley as Trustee of the GGB Family Limited Partnership Florida Intangible Tax Trust.

7. By George G. Beasley as Trustee of the George G. Beasley Grantor Retained Annuity Trust #1, dated June 19, 2006.

8. By George G. Beasley as Trustee of the George G. Beasley Grantor Retained Annuity Trust #2, dated June 19, 2006.

9. George G. Beasley is the sole shareholder of GGB Family Enterprises, Inc.

10. By George G. Beasley as Trustee of the George G. Beasley Revocable Living Trust, dated May 26, 2006, as amended.

Remarks:

Caroline Beasley signed this Form 4 pursuant to a Power of Attorney previously filed with the Commission.

	/s/ Caroline Beasley, Attorney-in-Fact	03/12/2008
	** 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).
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