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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 | |
COX BROADCASTING INC F/K/A COX BROADCASTING, INC. 6205 PEACHTREE DUNWOODY ROAD ATLANTA, GA 30328 |
X |
/s/ Cox Media Group, Inc., | 05/21/2009 | |
**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 19, 2009, Cox Media Group, Inc. accepted for purchase 10,327,522 shares of Class A common stock of Cox Radio, Inc. validly tendered or subject to notices of guaranteed delivery pursuant to the tender offer by Cox Enterprises, Inc. and Cox Media Group to purchase all of the outstanding Class A common stock of Cox Radio. For more information, see the Offer to Purchase, dated April 30, 2009 and filed with a Schedule TO-T/A on May 1, 2009. The number of shares was based on estimates provided by the depositary for the tender offer, and included an estimated 917,500 shares tendered pursuant to guaranteed delivery. These estimates may change prior to consummation of the tender offer, expected to occur on May 26, 2009, and all shares guaranteed for delivery may not be delivered. Cox Enterprises will pay for all shares validly tendered and delivered upon consummation of the tender offer. |
(2) | Each of Cox Media Group, Inc., its sole shareholder Cox Holdings, Inc., its sole shareholder Cox Enterprises, Inc., and its shareholder the DaytonCox Trust A, may be deemed to be a beneficial owner of all the securities reported herein. |