UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

 

 

 

Beasley Broadcast Group, Inc.

(Name of Issuer)

 

 

 

Class A Common Stock, par value $.001 per share

(Title of Class of Securities)

 

074014101

(CUSIP Number)

 

December 31, 2011

(Date of Event which Requires filing of this Statement)

 

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

¨ Rule 13d-1(b)

¨ Rule 13d-1(c)

x Rule 13d-1(d)

 

*

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 the disclosures provided in a prior cover page.

The information required in 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).

 

 

 

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1		NAMES OF REPORTING PERSONS   Brian E. Beasley
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)  ¨        (b)  x
3		SEC USE ONLY
4		CITIZEN OR PLACE OF ORGANIZATION   United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH				5		SOLE VOTING POWER   1,047,571 (1)
				6		SHARED VOTING POWER   0
				7		SOLE DISPOSITIVE POWER   1,047,571 (1)
				8		SHARED DISPOSITIVE POWER   0
9		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   1,047,571 (1)
10		CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   Not Applicable
11		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   15.2% (2)
12		TYPE OF REPORTING PERSON   IN

 

(1)

Includes (i) 78,471 shares of Class A Common Stock beneficially owned by the Reporting Person; (ii) 8,000 shares of Class A Common Stock owned by the Reporting Person’s children which are beneficially owned by the Reporting Person; (iii) 13,000 restricted shares of Class A Common Stock that vest, and with respect to which voting restrictions lapse, within 60 days of December 31, 2011; (iv) 196,540 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 196,540 shares of Class B Common Stock held by the Brian E. Beasley Revocable Trust dated June 17, 2003, of which the Reporting Person is a trustee; and (v) 751,560 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 751,560 shares of Class B Common Stock held by the George G. Beasley Trust f/b/o Brian E. Beasley u/a/d 12/9/08.

(2)

The percentage of the Issuer’s Class A Common Stock beneficially owned by the Reporting Person is based on 6,909,815 shares of Class A Common Stock outstanding, consisting of: (i) 5,948,715 shares of Class A Common Stock outstanding as of the date hereof; (ii) 13,000 restricted shares of Class A Common Stock that vest, and with respect to which voting restrictions lapse, within 60 days of December 31, 2011; (iii) 196,540 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 196,540 shares of Class B Common Stock held by the Brian E. Beasley Revocable Trust dated June 17, 2003, of which the Reporting Person is a trustee; and (iv) 751,560 shares of Class A Common Stock issuable upon conversion on a one-for-one basis of 751,560 shares of Class B Common Stock held by the George G. Beasley Trust f/b/o Brian E. Beasley u/a/d 12/9/08.

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ITEM 1.
		(a)		Name of Issuer:
				Beasley Broadcast Group, Inc. (the “Issuer”)
		(b)		Address of Issuer’s Principal Executive Offices:
				3033 Riviera Drive, Suite 200;
				Naples, Florida 34103
ITEM 2.
		(a)		Name of Person Filing
				Brian E. Beasley
		(b)		Address of Principal Business Office:
				3033 Riviera Drive, Suite 200;
				Naples, Florida 34103
		(c)		Citizenship of each Reporting Person is:
				United States
		(d)		Title of Class of Securities:
				Class A Common Stock, par value $.001 per share
		(e)		CUSIP Number:
				074014101
ITEM 3.
		Not applicable.
ITEM 4.				Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned: 1,047,571

 

(b)

Percent of class: 15.2%

 

(c)

Number of shares as to which the person has:

 

(i)

Sole power to vote or to direct the vote: 1,047,571.

 

(ii)

Shared power to vote or to direct the vote: 0.

 

(iii)

Sole power to dispose or to direct the disposition of: 1,047,571.

 

(iv)

Shares power to dispose or to direct the disposition of: 0.

 

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ITEM 5.		Ownership of Five Percent or Less of a Class
		Not applicable.
ITEM 6.		Ownership of More than Five Percent on Behalf of Another Person
		Not applicable.
ITEM 7.		Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company
		Not applicable
ITEM 8.		Identification and Classification of Members of the Group
		Not applicable.
ITEM 9.		Notice of Dissolution of Group
		Not applicable.
ITEM 10.		Certification
		Not applicable.

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SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: February 10, 2012