Edgar Filing: HUTCHINS WINSTON

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HUTCHINS WINSTON

2. Issuer Name and Ticker or Trading Symbol
CITADEL BROADCASTING CORP [CTDBQ]

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)

C/O FORSTMANN LITTLE & CO., 767 FIFTH AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
05/03/2010

(Street)

NEW YORK, NY 10153

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

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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)
Common Stock	05/03/2010		S		340,000 ⁽¹⁾ ⁽²⁾	D	$ 0.2919 ⁽³⁾	75,937,703 ⁽⁴⁾	I	See note ⁽¹⁾ ⁽²⁾
Common Stock	05/04/2010		S		360,000 ⁽¹⁾ ⁽²⁾	D	$ 0.2113 ⁽⁵⁾	75,577,703 ⁽⁴⁾	I	See note ⁽¹⁾ ⁽²⁾
Common Stock	05/04/2010		S		449,115 ⁽¹⁾ ⁽²⁾	D	$ 0.2253 ⁽⁶⁾	75,128,588 ⁽⁴⁾	I	See note ⁽¹⁾ ⁽²⁾
Common Stock	05/05/2010		S		175,000 ⁽¹⁾ ⁽²⁾	D	$ 0.1789 ⁽⁷⁾	74,953,588 ⁽⁴⁾	I	See note ⁽¹⁾ ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
HUTCHINS WINSTON C/O FORSTMANN LITTLE & CO. 767 FIFTH AVENUE NEW YORK, NY 10153		X

Signatures

/s/ Winston W. Hutchins		05/05/2010
^**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)	Winston W. Hutchins is a general partner of FLC XXXII Partnership, L.P., which is the general partner of Forstmann Little & Co. Equity Partnership - VI, L.P. ("Equity-VI") and Forstmann Little & Co. Equity Partnership - VII, L.P. ("Equity-VII"). Mr. Hutchins is also a general partner of FLC XXXIII Partnership, L.P., which is the general partner of Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VII, L.P. ("MBO-VII") and Forstmann Little & Co. Subordinated Debt and Equity Management Buyout Partnership - VIII, L.P. ("MBO-VIII").
(2)	On May 3-5, 2010, Equity-VI, Equity-VII, MBO-VII and MBO-VIII entered into agreements to sell 875,000 shares of common stock, 118,905 shares of common stock, 232,792 shares of common stock and 97,418 shares of common stock, respectively. Following such sales, Equity-VI will own 33,609,608 shares of common stock, Equity-VII will own 10,945,975 shares of common stock, MBO-VII will own 21,430,020 shares of common stock and MBO-VIII will own 8,967,985 shares of common stock.
(3)	Represents the weighted average price of multiple transactions with a range of prices between $0.2121 and $0.4145. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
(4)	The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
(5)	Represents the weighted average price of multiple transactions with a range of prices between $0.1970 and $0.2300. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
(6)	Represents the weighted average price of multiple transactions with a range of prices between $0.2000 and $0.2410. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.
(7)	Represents the weighted average price of multiple transactions with a range of prices between $0.1750 and $0.2000. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer, or a security holder of the issuer, full information regarding the shares sold at each separate price.

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