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*
BANC OF AMERICA CAPITAL INVESTORS SBIC LP

(Last) (First) (Middle)
100 N TRYON ST 25TH FL

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [ CMLS ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/23/2008
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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 05/23/2008 C 6,000(1) A $0 6,000 D(1)
Class A Common Stock 1,661,818 D(2)(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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
BANC OF AMERICA CAPITAL INVESTORS SBIC LP

(Last) (First) (Middle)
100 N TRYON ST 25TH FL

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BA SBIC MANAGEMENT LLC

(Last) (First) (Middle)
100 N TRYON ST 25TH FL

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BA EQUITY MANAGEMENT LP

(Last) (First) (Middle)
100 N TRYON ST 25TH FL

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BA CAPITAL CO LP

(Last) (First) (Middle)
100 NORTH TRYON STREET 25TH FLOOR

(Street)
CHARLOTTE NC 28225

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BANC OF AMERICA CAPITAL MANAGEMENT LP

(Last) (First) (Middle)
100 TRYON STREET 25TH FLOOR
ATTN: EDWARD BALOGH

(Street)
CHERLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BACM I GP LLC

(Last) (First) (Middle)
100 TRYON STREET 25TH FLOOR
ATTN: EDWARD BALOGH

(Street)
CHERLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
BA EQUITY MANAGEMENT GP LLC

(Last) (First) (Middle)
100 N TRYON ST 25TH FL

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
HAIN J TRAVIS

(Last) (First) (Middle)
100 NORTH TRYON STREET

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Banc of America Capital Management SBIC, LLC

(Last) (First) (Middle)
100 NORTH TRYON STREET
25TH FLOOR

(Street)
CHARLOTTE NC 28255

(City) (State) (Zip)
Explanation of Responses:
1. Represents shares of restricted Class A Common Stock awarded to Robert H. Sheridan, who serves on the board of directors of the Issuer as a designee of BA Capital Company, L.P., in a transaction exempt under Rule 16b-3. Pursuant to the policies of BA Capital Company, L.P and its affiliates, Mr. Sheridan is deemed to hold these shares for the benefit of BA Capital Company, L.P. BA Capital Company, L.P. may be deemed the indirect beneficial owner of these shares. Additonally, these shares may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.
2. BA Capital Company, L.P. holds 840,250 shares of Class A Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.
3. Banc of America Capital Investors SBIC, L.P. holds 821,568 shares of Class A Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities.
/s/ J. Travis, Hain, Managing Member of the BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, general partner of Banc of America Capital Investors SBIC, L.P. 05/28/2008
** 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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