Edgar Filing: Nimbus Atlas 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Nimbus Atlas LLC

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

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

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

(Last)

(First)

(Middle)

399 PARK AVENUE, 16TH FLOOR

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2018

(Street)

NEW YORK, NY 10022

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.0000001 per share	06/28/2018		C⁽¹⁾		1,053,352	A	$ 0	1,503,273	D ⁽²⁾
Class A Common Stock, par value $0.0000001 per share	06/28/2018		C⁽¹⁾		456,374	A	$ 0	2,126,359	I	See Footnote ⁽³⁾
Class B Common Stock(non-voting), par value $0.0000001/share	06/28/2018		C⁽¹⁾		1,053,352	D	$ 0	0	D ⁽⁴⁾
Class B Common Stock(non-voting), par value $0.0000001/share	06/28/2018		C⁽¹⁾		456,374	D	$ 0	0	I	See Footnote ⁽⁵⁾

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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Nimbus Atlas LLC 399 PARK AVENUE 16TH FLOOR NEW YORK, NY 10022		X
Brigade Capital GP, LLC 399 PARK AVENUE 16TH FLOOR NEW YORK, NY 10022		X
BRIGADE CAPITAL MANAGEMENT, LP 399 PARK AVENUE 16TH FLOOR NEW YORK, NY 10022		X
MORGAN DONALD E III C/O BRIGADE CAPITAL MANAGEMENT, LP 399 PARK AVENUE, 16TH FLOOR NEW YORK, NY 10022		X
Brigade Capital Management GP, LLC 399 PARK AVENUE 16TH FLOOR NEW YORK, NY 10022		X

Signatures

Nimbus Atlas LLC, /s/ Donald E. Morgan, III, Managing Member of its Managing Member		07/02/2018
^**Signature of Reporting Person		Date
Brigade Capital GP, LLC, /s/ Donald E. Morgan, III, Managing Member		07/02/2018
^**Signature of Reporting Person		Date
Brigade Capital Management, LP, By: /s/ Donald E. Morgan, III, Managing Member of its General Partner		07/02/2018
^**Signature of Reporting Person		Date
/s/ Donald E. Morgan, III		07/02/2018
^**Signature of Reporting Person		Date
Brigade Capital Management GP, LLC, By: /s/ Donald E. Morgan, III, Managing Member		07/02/2018
^**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)	On June 28, 2018, each share of the Issuer's Class B Common Stock automatically converted into one share of Class A Common Stock.
(2)	The reported securities are directly owned by Nimbus Atlas LLC (Nimbus) and may be deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(3)	The reported securities are directly owned by Nimbus Atlas LLC (Nimbus) and by certain private investment funds and managed accounts and may be deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus and such funds and accounts, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(4)	The reported securities were directly owned by Nimbus Atlas LLC (Nimbus) and may have been deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), the managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
(5)	The reported securities were directly owned by Nimbus Atlas LLC (Nimbus) and by certain private investment funds and managed accounts and may have been deemed beneficially owned by Brigade Capital GP, LLC (BC-GP), managing member of Nimbus, and by Brigade Capital Management, LP, the investment manager of Nimbus and such funds and accounts, Brigade Capital Management GP, LLC, the general partner of Brigade Capital Management, LP, and Donald E. Morgan, III, the managing member of Brigade Capital Management GP, LLC and BC-GP, each a Reporting Person. Nimbus, BC-GP, Brigade Capital Management, LP, Brigade Capital Management GP, LLC and Mr. Morgan each disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein, and this report shall not be deemed to be an admission that each Reporting Person is the beneficial owner of the securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

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