X0304 4 2011-09-15 1 0001174527 CITADEL BROADCASTING CORP CDELA 0001237987 SULEMAN FARID C/O CITADEL BROADCASTING CORPORATION 7690 W. CHEYENNE AVE., SUITE 220 LAS VEGAS NV 89129 1 1 0 0 Chief Executive Officer Common Stock - Class A 2011-09-15 4 M 0 1897194 28 A 1897194 D Common Stock - Class A 2011-09-15 4 M 0 632397 32 A 2529591 D Common Stock - Class A 2011-09-15 4 F 0 2288059 34.12 D 241532 D Common Stock - Class A 2011-09-16 4 D 0 241532 D 0 D Stock Option (right to buy) 28 2011-09-15 4 M 0 1897194 0 D 2020-11-19 Class A common stock 1897193 0 D Stock Option (right to buy) 32 2011-09-15 4 M 0 632397 0 D 2020-11-19 Class A common stock 632398 0 D All outstanding options of the Reporting Person were exercised in a transaction exempt under Rule 16b-3 for that number of shares of the Issuer's Class A common stock equal to the number of shares of the Issuer's Class A common stock subject to such option minus the number of shares of the Issuer's Class A common stock subject to such option having a fair market value (as defined in the Citadel Broadcasting Corporation 2010 Equity Incentive Plan) as of September 15, 2011 equal to the sum of (x) the aggregate exercise price for such options and (y) the tax withholding obligation incurred in connection with the exercise of such options as described in explanatory note 2 below. Represents shares withheld to pay exercise prices and tax withholding obligations in connection with the exercise of all outstanding options of the Reporting Person as described in explanatory note 1 above. Represents shares disposed of upon the consummation of the merger of Cadet Merger Corporation ("Merger Sub") with and into the Issuer pursuant to the Agreement and Plan of Merger, dated March 9, 2011, by and among the Issuer, Cumulus Media Inc. ("Cumulus Media"), Cumulus Media Holdings Inc. (f/k/a Cadet Holding Corporation) and Merger Sub (the "Merger Agreement"), which were exchanged for $30.40 in cash and 1.521 shares of Cumulus Media Class A common stock, with cash paid for any fractional share of Class A common stock of Cumulus Media. The option grant was dated November 19, 2010, and was scheduled to vest in three equal annual installments, beginning on June 3, 2011. However, pursuant to the terms of the Merger Agreement, each unvested and outstanding option to purchase shares of the Issuer's Class A common stock became fully vested and exercisable on August 15, 2011. /s/ Farid Suleman 2011-09-19