Edgar Filing: COX RADIO INC

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Dayton Cox Trust A

2. Issuer Name and Ticker or Trading Symbol
COX RADIO INC [CXR]

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)

6205 PEACHTREE DUNWOODY ROAD

3. Date of Earliest Transaction (Month/Day/Year)
05/19/2009

(Street)

ATLANTA, GA 30328

4. If Amendment, Date Original Filed(Month/Day/Year)
05/22/2009

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	05/19/2009		P		9,721,047	A	$ 4.8	13,313,001	I ⁽¹⁾ ⁽²⁾	See Note 1

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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
Dayton Cox Trust A 6205 PEACHTREE DUNWOODY ROAD ATLANTA, GA 30328		X

Signatures

/s/ Dayton Cox Trust A,		05/28/2009
^**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)	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.
(2)	As previously disclosed, on May 19, 2009, Cox Media Group, Inc. accepted for purchase 10,327,522 shares of Class A common stock of Cox Radio, Inc. in accordance with 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 and included an estimated 917,500 shares tendered pursuant to guaranteed delivery, and all such deliveries did not occur before expiration of the applicable period on May 23, 2009. Accordingly, Cox Enterprises paid for 9,712,047 shares of Class A common stock validly tendered and delivered on May 26, 2009. This Form 4/A revises the amount of shares acquired and amount of shares beneficially owned after such acquisition to reflect the actual number of shares purchased upon consummation of the tender offer.

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