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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Crestview Advisors, L.L.C. 667 MADISON AVENUE 10TH FLOOR NEW YORK, NY 10065 |
X | X |
/s/ Ross A. Oliver, General Counsel | 05/16/2016 | |
**Signature of Reporting Person | Date |
* | 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 May 14, 2015, the issuer awarded 40,486 restricted shares of Class A Common Stock ("Common Stock") to Jeffrey A. Marcus, which fully vested on the first anniversary of the date of grant. Mr. Marcus is a partner of Crestview Advisors, L.L.C. and, in connection with the vesting of such shares on May 14, 2016, Mr. Marcus assigned all of his rights, title and interest in such shares to the reporting person. |
(2) | On May 14, 2015, the issuer awarded 40,486 restricted shares of Common Stock to Brian P. Cassidy, which fully vested on the first anniversary of the date of grant. Mr. Cassidy is a partner of Crestview Advisors, L.L.C. and, in connection with the vesting of such shares on May 14, 2016, Mr. Cassidy assigned all of his rights, title and interest in such shares to the reporting person. |
(3) | Crestview Radio Investors, LLC directly beneficially owns 64,981,785 shares of Common Stock and 7,815,553 warrants. Each of Crestview Partners II, L.P., Crestview Partners II (TE), L.P., Crestview Partners II (FF), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P., Crestview Offshore Holdings II (892 Cayman), L.P. and Crestview Partners II GP, L.P. may be deemed to have beneficial ownership of the 64,981,785 shares of Common Stock and 7,815,553 warrants directly owned by Crestview Radio Investors, LLC. |
(4) | Crestview Partners II GP, L.P. is the general partner of Crestview Partners II, L.P., Crestview Partners II (FF), L.P., Crestview Partners II (TE), L.P., Crestview Offshore Holdings II (Cayman), L.P., Crestview Offshore Holdings II (FF Cayman), L.P. and Crestview Offshore Holdings II (892 Cayman), L.P., each of which is a member of Crestview Radio Investors, LLC. The reporting person provides investment advisory and management services to certain of the foregoing entities. The reporting person disclaims beneficial ownership of all of the foregoing securities. |