| FORM 5 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL 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). | ||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BEASLEY BROADCAST GROUP INC [ BBGI ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year) 12/31/2017 | ||||||||||||||||||||||||||
| 4. 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 Acquired, Disposed of, or Beneficially Owned | |||||||||||||||
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| 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 at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Class A Common Stock | 05/23/2017 | G | 29,228.054 | D | (1) | 5,567.249(2)(3) | D(4) | ||||||||
| Class A Common Stock | 05/23/2017 | G | 57,913.652 | D | (1) | 11,031.174(2)(3) | D(5) | ||||||||
| Class A Common Stock | 05/23/2017 | G | 61,315.395 | D | (1) | 11,679.125(2)(3) | D(6) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 47,546.799 | D | (1) | 9,056.535(2)(3) | D(7) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 86,979.483 | D | (1) | 16,567.523(2)(3) | D(8) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 106,754.797 | D | (1) | 20,334.25(2)(3) | D(9) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 77,030.213 | D | (1) | 33,720.046(2)(3) | D(10) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 188,485.27 | D | (1) | 35,901.962(2)(3) | D(11) | ||||||||
| Class A Common Stock | 07/18/2017 | G | 236,935.088 | D | (1) | 45,130.5(2)(3) | D(12) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 9,056.535(13) | D | $4.61 | 0 | D(7) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 16,567.523(13) | D | $4.61 | 0 | D(8) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 5,567.249(13) | D | $4.61 | 0 | D(4) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 20,334.25(13) | D | $4.61 | 0 | D(9) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 33,720.046(13) | D | $4.61 | 0 | D(10) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 11,031.174(13) | D | $4.61 | 0 | D(5) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 11,679.125(13) | D | $4.61 | 0 | D(6) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 35,901.962(13) | D | $4.61 | 0 | D(11) | ||||||||
| Class A Common Stock | 12/29/2017 | J | 45,130.5(13) | D | $4.61 | 0 | D(12) | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 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) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. Gift. |
| 2. Shares 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. ("Greater Media"), Beasley Media Group 2, Inc., an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), and Peter A. Bordes, Jr., as the stockholders' representative (the "Stockholders' Representative"), pursuant to which, on November 1, 2016 (the "Effective Time"), Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly owned subsidiary of the Issuer (the "Merger"). |
| 3. 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. |
| 4. These securities are owned solely by the Lee Bordes 2014 GRAT #4. 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. These securities are owned solely by the Lee Bordes 2015 GRAT #1. 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. |
| 6. These securities are owned solely by the Lee Bordes 2015 GRAT #4. 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. |
| 7. These securities are owned solely by the Lee Bordes 2013 GRAT #4. 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. |
| 8. These securities are owned solely by the Lee Bordes 2013 GRAT #5. 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. |
| 9. These securities are owned solely by the Lee Bordes 2014 GRAT #6. 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. |
| 10. These securities are owned solely by the Lee Bordes 2014 GRAT #7. 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. |
| 11. These securities are owned solely by the Lee Bordes 2015 GRAT #5. 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. |
| 12. These securities are owned solely by the Lee Bordes 2015 GRAT #6. 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. |
| 13. Shares released to the Issuer from escrow, pursuant to the Settlement Agreement (the "Settlement Agreement"), dated December 29, 2017, by and among the Issuer, Greater Media and the Stockholders' Representative, in full satisfaction of the Reporting Person's obligations with respect to (i) certain purchase price and other adjustments under Section 1.7 of the Merger Agreement, and (ii) resolution of certain other claims between the Issuer and BFTW LLC. |
| 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, as amended. 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. |
| LEE BORDES 2013 GRAT #4 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2013 GRAT #5 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2014 GRAT #4 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2014 GRAT #6 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2014 GRAT #7 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2015 GRAT #1 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2015 GRAT #4 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2015 GRAT #5 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| LEE BORDES 2015 GRAT #6 By: /s/ Stephen F. Lappert, as Trustee and as Attorney-in-Fact on behalf of Cristina Bordes, Trustee | 02/09/2018 | |
| ** 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. | ||
