Edgar Filing: DICKEY LEWIS W JR

CUMULUS MEDIA, INC./ LEWIS W. DICKEY JR.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 16)*

CUMULUS MEDIA INC.

(Name of Issuer)

Class A Common Stock, $.01 par value

(Title of Class of Securities)

231082108

(CUSIP Number)

Lewis W. Dickey, Jr.
c/o Cumulus Media Inc.
3280 Peachtree Road, N.W., Suite 2300
Atlanta, Georgia 30305
(404) 949-0700

with a copy to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree St., N.E., Suite 800
Atlanta, Georgia 30309

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

December 19, 2008

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box o.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

(Continued on following pages)


CUSIP No.		231082108		Page		2		of		12	Pages


1	NAME OF REPORTING PERSONS Lewis W. Dickey, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			4,855,923

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,855,923

WITH		10	SHARED DISPOSITIVE POWER

			10,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,865,923

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.8%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		231082108		Page		3		of		12	Pages


1	NAME OF REPORTING PERSONS Lewis W. Dickey, Sr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ

3	SEC USE ONLY



4	SOURCE OF FUNDS (SEE INSTRUCTIONS)

	OO

5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

	o

6	CITIZENSHIP OR PLACE OF ORGANIZATION

	United States

		7	SOLE VOTING POWER

NUMBER OF			6,952,429

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			6,952,429

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	6,952,429

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	19.3%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		231082108		Page		4		of		12	Pages

NAME OF REPORTING PERSONS
DBBC, L.L.C.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

10,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

10,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SCHEDULE 13D

Explanatory Note

The reporting persons are filing this Amendment No. 16 to Schedule 13D to update the information previously contained in Item 3 and Item 5 with respect to the holdings of certain of the reporting persons with respect to shares of the Class A Common Stock, par value $.01 per share, of Cumulus Media Inc. (the “Company”) (the “Class A Common Stock”).

Item 1. Security and Issuer

This statement relates to the Class A Common Stock of the Company. The principal executive offices of the Company are located at 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305.

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

From December 4, 2008 through December 19, 2008 the Lewis W. Dickey, Sr. Revocable Trust (the “Trust”), of which Lew Dickey, Sr. is trustee, purchased an aggregate of 814,465 shares of Class A Common Stock for an aggregate purchase price of approximately $1,005,003. Trust funds held by the Trust were the sole source of funds used to acquire the aforementioned shares of Class A Common Stock.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (c) are hereby amended and restated to read as follows:

(a) For purposes of calculating the percentages set forth in this Item 5, (i) the number of shares of Class A Common Stock outstanding is assumed to be 36,032,902 and the number of shares of the Company’s Class C Common Stock, par value $.01 per share (the “Class C Common Stock”) is assumed to be 644,871 (which represents the shares of Class A Common

Stock and Class C Common Stock outstanding as of October 31, 2008, as represented on the front cover to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2008).

Lewis W. Dickey, Jr.

Lew Dickey, Jr. is deemed to beneficially own 4,865,923 shares of Class A Common Stock as follows:

	•		2,331,052 shares of Class A Common Stock directly owned;

	•		options to purchase 1,380,000 shares of Class A Common Stock, which are exercisable within 60 days;

	•		644,871 shares of Class C Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis, directly owned;

	•		options to purchase 500,000 shares of Class C Common Stock, which are exercisable within 60 days; and

	•		10,000 shares of Class A Common Stock owned by DBBC and deemed to be beneficially owned by Lew Dickey, Jr. in his capacity as manager of DBBC.

Assuming exercise of all of the foregoing options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, Lew Dickey, Jr. would be deemed to beneficially own 4,865,923 shares, or 12.8% of the outstanding shares of Class A Common Stock.

Lewis W. Dickey, Sr.

Lew Dickey Sr. is deemed to beneficially own 6,952,429 shares, or 19.3%, of the outstanding shares of Class A Common Stock, as follows:

	•		884,000 shares of Class A Common Stock directly owned; and


	•		6,068,429 shares of Class A Common Stock directly owned by the Trust, of which he is trustee.

DBBC, L.L.C.

DBBC is deemed to beneficially own 10,000 shares of Class A Common Stock, representing less than 1% of the outstanding shares of Class A Common Stock. As sole manager of DBBC, Lew Dickey, Jr. has voting and dispositive power with respect to the shares of Class A Common Stock beneficially owned by DBBC.

As a result of the reporting persons’ intent described in Item 4, the reporting persons may collectively be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act. As a consequence, each reporting person may be deemed to beneficially own all shares of

Class A Common Stock beneficially owned by each other reporting person. Assuming exercise of all of the above-described options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, the reporting persons would collectively beneficially own, in the aggregate, 30.7% of the issued and outstanding Class A Common Stock. Other than as set forth in this Item 5, each reporting person hereby disclaims beneficial ownership of Class A Common Stock owned by any other reporting person.

Other than as set forth above with respect to Lew Dickey, Jr., none of the shares of Class A Common Stock reported in this Item 5 are shares as to which any reporting person has a right to acquire that is exercisable within 60 days. None of the reporting persons beneficially owns any shares of Class A Common Stock other than as set forth herein.

(c) Except as described below, none of the reporting persons has had any transactions in the Class A Common Stock during the past 60 days. Lew Dickey, Sr. engaged in various open market transactions in the past 60 days, the following details of which are summarized below: (1) the type of transaction effected, (2) the execution date of the transaction, (3) the price per share at which the transactions were effected, and (4) the total amount of shares that were the subject of each such transaction.


Buy/Sell	Executed Date	Price/Share		Quantity
Buy	12/4/2008	$	0.9781		50
Buy	12/4/2008	$	0.9800		1943
Buy	12/4/2008	$	0.9826		150
Buy	12/4/2008	$	0.9845		150
Buy	12/4/2008	$	0.9900		1852
Buy	12/4/2008	$	0.9926		200
Buy	12/4/2008	$	0.9945		100
Buy	12/4/2008	$	1.0000		20694
Buy	12/4/2008	$	1.0100		1356
Buy	12/4/2008	$	1.0200		616
Buy	12/4/2008	$	1.0300		1088
Buy	12/4/2008	$	1.0400		400
Buy	12/4/2008	$	1.0500		650
Buy	12/4/2008	$	1.0700		150
Buy	12/4/2008	$	1.0800		300
Buy	12/4/2008	$	1.0900		500
Buy	12/4/2008	$	1.1000		3321
Buy	12/4/2008	$	1.1050		50
Buy	12/4/2008	$	1.1100		5830
Buy	12/4/2008	$	1.1200		50
Buy	12/4/2008	$	1.1300		200
Buy	12/4/2008	$	1.1400		500
Buy	12/5/2008	$	0.9200		100
Buy	12/5/2008	$	0.9751		84
Buy	12/5/2008	$	0.9800		50
Buy	12/5/2008	$	0.9817		71
Buy	12/5/2008	$	0.9900		1450
Buy	12/5/2008	$	1.0100		300
Buy	12/5/2008	$	1.0300		100
Buy	12/5/2008	$	1.0400		1200
Buy	12/5/2008	$	1.0600		300
Buy	12/5/2008	$	1.0700		250
Buy	12/5/2008	$	1.0900		189
Buy	12/5/2008	$	1.1000		1400
Buy	12/5/2008	$	1.1200		86
Buy	12/5/2008	$	1.1300		751
Buy	12/5/2008	$	1.1400		3222
Buy	12/5/2008	$	1.1450		50
Buy	12/5/2008	$	1.1500		10032
Buy	12/5/2008	$	1.1600		7477
Buy	12/5/2008	$	1.1650		150
Buy	12/5/2008	$	1.1700		2387
Buy	12/5/2008	$	1.1800		250
Buy	12/5/2008	$	1.1900		700
Buy	12/5/2008	$	1.2000		2592
Buy	12/5/2008	$	1.2100		850
Buy	12/5/2008	$	1.2200		217
Buy	12/5/2008	$	1.2300		50
Buy	12/5/2008	$	1.2400		842
Buy	12/5/2008	$	1.2500		2900
Buy	12/5/2008	$	1.2600		1400
Buy	12/5/2008	$	1.2700		700


Buy/Sell	Executed Date	Price/Share		Quantity
Buy	12/8/2008	$	1.2100		100
Buy	12/8/2008	$	1.2300		500
Buy	12/8/2008	$	1.2400		3000
Buy	12/8/2008	$	1.2450		50
Buy	12/8/2008	$	1.2500		7630
Buy	12/8/2008	$	1.2600		9164
Buy	12/8/2008	$	1.2700		10206
Buy	12/8/2008	$	1.2800		2234
Buy	12/8/2008	$	1.2900		266
Buy	12/9/2008	$	1.1800		361
Buy	12/9/2008	$	1.1900		1497
Buy	12/9/2008	$	1.2000		2300
Buy	12/9/2008	$	1.2100		250
Buy	12/9/2008	$	1.2200		1700
Buy	12/9/2008	$	1.2250		50
Buy	12/9/2008	$	1.2300		8935
Buy	12/9/2008	$	1.2400		15157
Buy	12/9/2008	$	1.2500		2900
Buy	12/10/2008	$	1.1700		23
Buy	12/10/2008	$	1.1900		100
Buy	12/10/2008	$	1.2100		250
Buy	12/10/2008	$	1.2150		50
Buy	12/10/2008	$	1.2200		650
Buy	12/10/2008	$	1.2300		100
Buy	12/10/2008	$	1.2350		200
Buy	12/10/2008	$	1.2375		300
Buy	12/10/2008	$	1.2400		3400
Buy	12/10/2008	$	1.2500		3650
Buy	12/10/2008	$	1.2600		597
Buy	12/10/2008	$	1.2700		7035
Buy	12/10/2008	$	1.2800		8245
Buy	12/10/2008	$	1.2900		6500
Buy	12/10/2008	$	1.3000		2050
Buy	12/11/2008	$	1.2000		73
Buy	12/11/2008	$	1.2400		100
Buy	12/11/2008	$	1.2500		250
Buy	12/11/2008	$	1.2600		1000
Buy	12/11/2008	$	1.2650		150
Buy	12/11/2008	$	1.2700		11639
Buy	12/11/2008	$	1.2750		50
Buy	12/11/2008	$	1.2800		7700
Buy	12/11/2008	$	1.2900		5550
Buy	12/11/2008	$	1.3000		4988
Buy	12/11/2008	$	1.3100		1650


Buy/Sell	Executed Date	Price/Share		Quantity
Buy	12/12/2008	$	1.1800		1978
Buy	12/12/2008	$	1.1900		6021
Buy	12/12/2008	$	1.2000		15884
Buy	12/12/2008	$	1.2050		450
Buy	12/12/2008	$	1.2100		6961
Buy	12/12/2008	$	1.2200		1856
Buy	12/15/2008	$	1.2100		600
Buy	12/15/2008	$	1.2150		200
Buy	12/15/2008	$	1.2200		3277
Buy	12/15/2008	$	1.2250		100
Buy	12/15/2008	$	1.2300		10550
Buy	12/15/2008	$	1.2350		550
Buy	12/15/2008	$	1.2400		4260
Buy	12/15/2008	$	1.2450		300
Buy	12/15/2008	$	1.2500		4813
Buy	12/15/2008	$	1.2550		300
Buy	12/15/2008	$	1.2600		6600
Buy	12/16/2008	$	1.1100		50
Buy	12/16/2008	$	1.1200		50
Buy	12/16/2008	$	1.1300		237
Buy	12/16/2008	$	1.1400		1650
Buy	12/16/2008	$	1.1500		15300
Buy	12/16/2008	$	1.1600		300
Buy	12/16/2008	$	1.1700		50
Buy	12/16/2008	$	1.1750		100
Buy	12/16/2008	$	1.1800		850
Buy	12/16/2008	$	1.1850		50
Buy	12/16/2008	$	1.1900		350
Buy	12/16/2008	$	1.2000		350
Buy	12/16/2008	$	1.2050		100
Buy	12/16/2008	$	1.2100		750
Buy	12/16/2008	$	1.2150		300
Buy	12/16/2008	$	1.2200		200
Buy	12/16/2008	$	1.2250		450
Buy	12/16/2008	$	1.2275		50
Buy	12/16/2008	$	1.2300		1290
Buy	12/16/2008	$	1.2400		1111
Buy	12/16/2008	$	1.2450		120
Buy	12/16/2008	$	1.2500		2642
Buy	12/16/2008	$	1.2600		4200
Buy	12/16/2008	$	1.2700		1000


Buy/Sell	Executed Date	Price/Share		Quantity
Buy	12/17/2008	$	1.2100		50
Buy	12/17/2008	$	1.2150		150
Buy	12/17/2008	$	1.2200		3250
Buy	12/17/2008	$	1.2300		1551
Buy	12/17/2008	$	1.2400		3514
Buy	12/17/2008	$	1.2500		1700
Buy	12/17/2008	$	1.2550		50
Buy	12/17/2008	$	1.2600		680
Buy	12/17/2008	$	1.2650		1900
Buy	12/17/2008	$	1.2700		5689
Buy	12/17/2008	$	1.2750		250
Buy	12/17/2008	$	1.2800		8566
Buy	12/17/2008	$	1.2900		650
Buy	12/17/2008	$	1.3000		900
Buy	12/17/2008	$	1.3100		2650
Buy	12/18/2008	$	1.2150		50
Buy	12/18/2008	$	1.2200		100
Buy	12/18/2008	$	1.2300		150
Buy	12/18/2008	$	1.2500		200
Buy	12/18/2008	$	1.2600		50
Buy	12/18/2008	$	1.2650		1350
Buy	12/18/2008	$	1.2700		950
Buy	12/18/2008	$	1.2750		100
Buy	12/18/2008	$	1.2800		1750
Buy	12/18/2008	$	1.2825		50
Buy	12/18/2008	$	1.2850		1500
Buy	12/18/2008	$	1.2900		9038
Buy	12/18/2008	$	1.2950		1650
Buy	12/18/2008	$	1.3000		10769
Buy	12/18/2008	$	1.3100		1093
Buy	12/18/2008	$	1.3300		100
Buy	12/18/2008	$	1.3400		650
Buy	12/18/2008	$	1.3500		650
Buy	12/18/2008	$	1.3600		600
Buy	12/18/2008	$	1.3700		50
Buy	12/18/2008	$	1.3800		700
Buy	12/19/2008	$	1.2500		442,215

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person certifies that the information set forth in this statement is true, complete and correct.

Dated: December 19, 2008


		/s/ Lewis W. Dickey, Jr.

		Lewis W. Dickey, Jr.

		*

		Lewis W. Dickey, Sr.

		DBBC, L.L.C.

		By: Name:		/s/ Lewis W. Dickey, Jr. Lewis W. Dickey, Jr.
		Title:		Manager


*By:		/s/ Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.
as Attorney-in-Fact