Salem Media (SALM) Form 4 SALEM MEDIA / EDWARD G ATSINGER III ownership change

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^*

ATSINGER EDWARD G III

(Last) (First) (Middle)

4880 SANTA ROSA RD

(Street)

CAMARILLO CA 93012

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
SALEM MEDIA GROUP, INC. /DE/ [ SALM ]

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)
06/27/2017

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	06/27/2017		M		100(1)	A	$4.85	42,654	D
Class A Common Stock	06/27/2017		S		100(1)	D	$7.47	42,554	D
Class A Common Stock	06/27/2017		M		2,826(1)	A	$4.85	45,380	D
Class A Common Stock	06/27/2017		S		2,826(1)	D	$7.45	42,554	D
Class A Common Stock	06/28/2017		M		602(1)	A	$4.85	43,156	D
Class A Common Stock	06/28/2017		S		602(1)	D	$7.45	42,554	D
Class A Common Stock								3,211,502	I	By Atsinger Family Trust(2)
Class A Common Stock								1,090,078	I	By Ted Atsinger Irrevocable Trust(3)
Class A Common Stock								25,000	I	By Atsinger 1999 Charitable Remainder Trust(4)

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
Stock Option (right to buy)	$4.85	06/27/2017		M			2,926	03/08/2017	03/08/2022	Class A Common Stock	2,926	$0	3,324	D
Stock Option (right to buy)	$4.85	06/28/2017		M			602	03/08/2017	03/08/2022	Class A Common Stock	602	$0	2,722	D

Explanation of Responses:

1. This transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on May 31, 2017.

2. By Edward G. Atsinger III, as Trustee of the Atsinger Family Trust.

3. By Edward G. Atsinger III, as Trustee of the Ted Atsinger Irrevocable Trust for all purposes other than voting matters.

4. By Edward G. Atsinger III, as Trustee of the Atsinger 1999 Charitable Remainder Trust.

	/s/Christopher J. Henderson, Attorney-in-fact for Edward G. Atsinger III pursuant to a continuing Power of Attorney	06/29/2017
	** 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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