Edgar Filing: BACM I GP LLC

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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January 31, 2005

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

BA CAPITAL CO LP

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

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

__X__ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

100 NORTH TRYON STREET 25TH FLOOR,

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2006

(Street)

CHARLOTTE, NC 28225

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

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								840,250	D ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Purchase Agreement (sale of Class B Common Stock) ⁽²⁾

$ 11.5

06/15/2006⁽³⁾

J⁽²⁾

5,000,000 ⁽²⁾

06/29/2006⁽⁴⁾

08/15/2006⁽⁵⁾

Class A Common Stock

5,000,000 ⁽²⁾

$ 0

5,000,000

D ⁽⁶⁾ ⁽⁷⁾

Class B Common Stock

⁽⁸⁾

Class A Common Stock

11,630,759

D ⁽¹⁾ ⁽⁹⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BA CAPITAL CO LP 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE, NC 28225	X	X
BA SBIC MANAGEMENT LLC 100 N TRYON ST 25TH FL CHARLOTTE, NC 28255	X	X
BA EQUITY MANAGEMENT LP 100 N TRYON ST 25TH FL CHARLOTTE, NC 28255	X	X
BA EQUITY MANAGEMENT GP LLC 100 N TRYON ST 25TH FL CHARLOTTE, NC 28255	X	X
HAIN J TRAVIS 100 NORTH TRYON STREET CHARLOTTE, NC 28255	X	X
BANC OF AMERICA CAPITAL INVESTORS SBIC LP 100 N TRYON ST 25TH FL CHARLOTTE, NC 28255	X	X
Banc of America Capital Management SBIC, LLC 100 NORTH TRYON STREET 25TH FLOOR CHARLOTTE, NC 28255	X	X
BANC OF AMERICA CAPITAL MANAGEMENT LP 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE, NC 28255	X	X
BACM I GP LLC 100 TRYON STREET 25TH FLOOR ATTN: EDWARD BALOGH CHERLOTTE, NC 28255	X	X

Signatures

/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC, the general partner of BA Capital Company, L.P.		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP, the sole member of BA SBIC Management, LLC		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC, the general partner of BA Equity Management, LP		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BA Equity Management GP, LLC		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P.		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P.		06/19/2006
^**Signature of Reporting Person		Date
/s/ J. Travis Hain, Managing Member of BACM I GP, LLC		06/19/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	BA Capital Company, L.P. ("BACC") holds 840,250 shares of Class A Common Stock and 1,979,996 shares of Class B Common Stock of the Issuer. These securities may be deemed to be beneficially owned by (a) BA SBIC Management, LLC, the general partner of BA Capital Company, L.P., (b) BA Equity Management, L.P., the sole member of BA SBIC Management, LLC, (c) BA Equity Management GP, LLC, the general partner of BA Equity Management, L.P., and (d) J. Travis Hain, the managing member of BA Equity Management GP, LLC. Mr. Hain disclaims beneficial ownership of such securities.
(2)	On May 10, 2006, Cumulus Media Inc. ("Cumulus") announced a modified "Dutch auction" tender offer (the "Tender Offer") in which Cumulus offered to purchase up to 11.5 million shares of its Class A common stock (the "Class A Common Stock") at a price not less than $11.00 nor greater than $12.50 per share. On May 9, 2006, Cumulus, Banc of America Capital Investors SBIC, L.P. ("BACI") and BACC (and, together with BACI, the "Sellers") entered into a Stock Purchase Agreement (the "Purchase Agreement"), under which, subject to the terms and conditions therein, the Sellers agreed to sell to Cumulus and Cumulus agreed to purchase from the Sellers 5,000,000 shares of Class B common stock (the "Class B Common Stock")for the price per share equal to the price paid in the Tender Offer. Each share of Class B Common Stock is convertible into one share of Class A Common Stock.
(3)	The most significant material non-market price based conditions to the closing under the Purchase Agreement became satisfied on June 15, 2006.
(4)	Closing under the Purchase Agreement is scheduled to take place on June 29, 2006.
(5)	The Purchase Agreement permits either the Sellers or Cumulus to terminate the agreement if the Tender Offer has not closed by August 15, 2006.
(6)	The Purchase Agreement specifies that of the total 5,000,000 shares to be sold by the Sellers, 1,130,721 shares are to be sold by BACC.
(7)	The Purchase Agreement specifies that of the total 5,000,000 shares to be sold by the Sellers, 3,869,279 shares are to be sold by BACI.
(8)	The Class B Common Stock does not have an expiration date and is exercisable immediately for Class A Common Stock on a 1-for-1 basis at the election of the holder for no additional consideration.
(9)	Banc of America Capital Investors SBIC, L.P. holds 9,650,763 shares of Class B Common Stock. These securities may be deemed to be beneficially owned by (a) Banc of America Capital Management SBIC, LLC, the general partner of Banc of America Capital Investors SBIC, L.P., (b) Banc of America Capital Management, L.P., the sole member of Banc of America Capital Management SBIC, LLC, (c) BACM I GP, LLC, the general partner of Banc of America Capital Management, L.P., and (d) Mr. Hain, the managing member of BACM I GP, LLC. Mr. Hain disclaims beneficial ownership of all such securities.
Remarks: BA Capital Company, L.P. may be considered a director by deputization as a result of its right to designate a member of the Issuer's board of directors.

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