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3 Filing
Beasley Broadcast (BBGI) Form 3Initial statement of insider ownership
Filed: 14 Nov 16, 12:00am
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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 11/01/2016 | 3. Issuer Name and Ticker or Trading Symbol BEASLEY BROADCAST GROUP INC [ BBGI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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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 | 650,204.773 | D(1)(2) | |
Class A Common Stock | 650,204.773 | D(2)(3) | |
Class A Common Stock | 583,377.291 | D(4)(5) | |
Class A Common Stock | 650,204.773 | D(2)(6) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 |
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
| ||||||||||||
1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. These securities are owned solely by the Cristina Bordes 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
2. Includes 104,032.778 shares currently being held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Agreement and Plan of Merger, dated July 19, 2016 (the "Merger Agreement"), by and among Beasley Broadcast Group, Inc. (the "Issuer"), Greater Media, Inc., Beasley Media Group 2, Inc., an indirect wholly owned subsidiary of the Issuer, and Peter A. Bordes, Jr., as the stockholders' representative. The Reporting Person disclaims beneficial ownership of the shares held in escrow, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
3. These securities are owned solely by the Peter A. Bordes, Jr. 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
4. These securities are owned solely by the Stephanie Bordes 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
5. Includes 93,340.380 shares currently being held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Merger Agreement. The Reporting Person disclaims beneficial ownership of the shares held in escrow, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
6. These securities are owned solely by the Stephen Bordes 2009 Gift Trust. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Remarks: |
As a result of certain agreements among the Reporting Persons and certain other shareholders of the Issuer, the Reporting Persons may be deemed members of a "group", within the meaning of Rule 13d-5(b)(1) under the Securities Exchange Act of 1934, as amended (the" Act"), with such other shareholders, that beneficially owns more than 10% of the Class A Common Stock of the Issuer. These agreements are described in, and filed as exhibits to, the Reporting Persons' report on Schedule 13D filed with the Securities Exchange Commission on November 14, 2016. This filing is being made as a precautionary matter and shall not be deemed an admission that any of the Reporting Persons is a member of a group or subject to the reporting requirements of Section 16 of the Act. Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney |
CRISTINA BORDES 2009 GIFT TRUST By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 11/10/2016 | |
PETER A. BORDES, JR. 2009 GIFT TRUST By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Peter A. Bordes, Jr., Trustee | 11/10/2016 | |
STEPHANIE BORDES 2009 GIFT TRUST By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Stephanie L. Bordes, Trustee | 11/10/2016 | |
STEPHEN BORDES 2009 GIFT TRUST By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Stephen M. Bordes, Trustee | 11/10/2016 | |
** 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). | ||
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. |