Salem Media (SALM) Form 4 SALEM MEDIA / EVAN D MASYR 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

MASYR EVAN D

(Last) (First) (Middle)

4880 SANTA ROSA ROAD

STE 300

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP & CFO

3. Date of Earliest Transaction (Month/Day/Year)
11/09/2021

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	11/09/2021		M		48,000	A	$2.74	60,224	D
Class A Common Stock	11/09/2021		S		48,000(1)	D	$4.1156	12,224	D
Class A Common Stock	11/09/2021		M		10,000	A	$1.47	22,224	D
Class A Common Stock	11/09/2021		M		18,750	A	$1.34	40,974	D
Class A Common Stock	11/09/2021		S		28,750	D	$4.2054(2)	12,224	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
Stock Option (right to buy)	$2.74	11/09/2021		M			48,000	03/07/2015(3)	03/07/2022(4)	Class A Common Stock	48,000	$0.00	0.00	D
Stock Options (Right to buy)	$1.47	11/09/2021		M			10,000	01/02/2021(5)	01/02/2030	Common Stock	10,000	$0.00	40,000	D
Stock Options (Right to buy)	$1.34	11/09/2021		M			18,750	03/03/2021(6)	03/03/2029	Common Stock	18,750	$0.00	56,250	D

Explanation of Responses:

1. This transaction was executed in multiple trades at prices ranging from $4.02 to $4.23. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

2. This transaction was executed in multiple trades at prices ranging from $4.10 to $4.24. The price reported above reflects the weighted average price. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.

3. The option shall vest fifty percent (50%) on March 7, 2015 and fifty percent (50%) on March 7, 2016. Upon any exercise, the reporting person must hold at least fifty percent (50%) of the shares purchased in each exercise for a period of at least two (2) years.

4. The option expires on the fifth (5th) anniversary of each vesting date. The first installment to vest will expire on March 7, 2020 and the last installment to vest will expire on March 7, 2022.

5. 50,000 options were granted on January 2, 2020. The options vest annually in five (5) equal installments commencing January 2, 2021.

6. 75,000 options were granted on March 3, 2020. The options vest annually in four (4) equal installments commencing March 3, 2021.

Remarks:

	Christopher J. Henderson, as Attorney-in-Fact for MASYR EVAN D pursuant to a continuing Power of Attorney	11/11/2021
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.