| | | | | | | | | | | | | | | | | | | | | | |
Ownership Document
|
| Schema Version: X0508 |
| Document Type: 4 |
| Period of Report: 2/26/24 |
| Not Subject to Section 16: 0 |
| Issuer: |
| Issuer CIK: 1058623 |
| Issuer Name: CUMULUS MEDIA INC |
| Issuer Trading Symbol: CMLS |
| Reporting Owner: |
| Reporting Owner ID: |
| | Owner CIK: 1776402 |
| | Owner Name: Walker Robert J |
| Reporting Owner Address: |
| | Owner Street 1: C/O CUMULUS MEDIA INC. |
| | Owner Street 2: 780 JOHNSON FERRY ROAD NE SUITE 500 |
| | Owner City: ATLANTA |
| | Owner State: GA |
| | Owner ZIP Code: 30342 |
| | Owner State Description: |
| Reporting Owner Relationship: |
| | Is Director? No |
| | Is Officer? Yes |
| | Is Ten Percent Owner? No |
| | Is Other? No |
| | Officer Title: President - Operations |
| Aff 10b5 One: 0 |
| Non-Derivative Table: |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0000001 per share |
| | Transaction Date: |
| | | Value: 2/26/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: A |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 8,933 |
| Footnote ID: F1 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: A |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 200,013 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Non-Derivative Transaction: |
| | Security Title: |
| | | Value: Class A Common Stock, par value $0.0000001 per share |
| | Transaction Date: |
| | | Value: 2/26/24 |
| | Transaction Coding: |
| | | Transaction Form Type: 4 |
| | | Transaction Code: F |
| | | Equity Swap Involved? No |
| | Transaction Amounts: |
| | | Transaction Shares: |
| Value: 3,472 |
| Footnote ID: F2 |
| | | Transaction Price Per Share: |
| Value: 0 |
| | | Transaction Acquired-Disposed Code: |
| Value: D |
| | Post-Transaction Amounts: |
| | | Shares Owned Following Transaction: |
| Value: 196,541 |
| | Ownership Nature: |
| | | Direct or Indirect Ownership: |
| Value: D |
| Derivative Table: |
| Footnotes: |
| Footnote - F1: This amount represents 1,500 vested performance-based restricted stock units awarded on February 13, 2020, 1,612 vested performance-based restricted stock units awarded on February 5, 2021, 3,892 vested performance-based restricted stock units awarded on February 3, 2022, and 1,929 vested performance-based restricted stock units awarded on March 3, 2023. |
| Footnote - F2: Shares withheld to cover the tax withholding obligation due to the vesting of performance-based restricted stock units. |
| Remarks: |
| Owner Signature: |
| Signature Name: /s/ Richard S. Denning, Attorney-In-Fact |
| Signature Date: 2/28/24 |
