Cumulus Media (CMLS) Form 3 CUMULUS MEDIA / Robert J Walker ownership change

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Walker Robert J

(Last) (First) (Middle)

C/O CUMULUS MEDIA INC.

3280 PEACHTREE ROAD NW, SUITE 2200

(Street)

ATLANTA GA 30305

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/30/2019

3. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [ CMLS ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP - Operations

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.0000001 per share	2,849	D
Class A Common Stock, par value $0.0000001 per share	13,284(1)	D
Class A Common Stock, par value $0.0000001 per share	6,700(2)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Options (right to buy)	(3)	06/05/2028	Class A Common Stock, par value $0.0000001 per share	26,568	25.7	D

Explanation of Responses:

1. Represents grant of restricted stock units, 30% of which vest on each of June 5, 2019 and June 5, 2020, and 20% of which vest on each of June 5, 2021 and June 5, 2022. Each restricted stock unit represents a right to receive one share of Class A common stock.

2. Represents grant of restricted stock units, 30% of which vest on each of February 1, 2020 and February 1, 2021, and 20% of which vest on each of February 1, 2022 and February 1, 2023. Each restricted stock unit represents a right to receive one share of Class A common stock.

3. Represents grant of stock options, 30% of which vest on each of June 5, 2019 and June 5, 2020, and 20% of which vest on each of June 5, 2021 and June 5, 2022.

Remarks:

See Exhibit 24 for power of attorney.

	Richard S. Denning, Attorney-In-Fact	05/10/2019
	** 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 5 (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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