Item 1.
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(a).
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Name of Issuer:
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Cumulus Media Inc.
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(b).
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Address of Issuer's Principal Executive Offices:
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3280 Peachtree Road, N.W.
Suite 2200
Atlanta, GA 30305
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Item 2.
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(a) – (c)
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Name, Principal Business Address, and Citizenship of Persons Filing
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Brigade Capital Management, LP – Delaware
Brigade Capital Management GP, LLC – Delaware
Nimbus Atlas LLC - Delaware
Brigade Capital GP, LLC – Delaware
Brigade Leveraged Capital Structures Fund Ltd. – Cayman Islands
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Donald E. Morgan, III – U.S.A.
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Brigade Capital Management,
LP, Brigade Capital Management GP, LLC, Nimbus Atlas LLC, Brigade Capital GP, LLC and Donald E. Morgan, III:
399 Park Avenue, 16th Floor
New York, New York 10022
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United States of America
Brigade Leveraged Capital Structures Fund Ltd.:
c/o Intertrust Corporate Services (Cayman) Ltd
190 Elgin Avenue
George Town
Grand Cayman KY1-9007
Cayman Islands
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(d).
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Title of Class of Securities:
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Class A Common Stock, par value $0.0000001 per share
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(e).
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CUSIP Number:
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231082801
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(a)
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Amount beneficially owned:
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Brigade Capital Management, LP – 2,319,044
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Brigade Capital Management GP, LLC – 2,319,044
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Nimbus Atlas LLC - 1,674,273
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Brigade Capital GP, LLC - 1,674,273
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Brigade Leveraged Capital Structures Fund Ltd. – 711,528
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Donald E. Morgan, III – 2,319,044
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(b)
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Percent of class:
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Brigade Capital Management, LP – 17.97%
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Brigade Capital Management GP, LLC – 17.97%
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Nimbus Atlas LLC – 12.98%
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Brigade Capital GP, LLC – 12.98%
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Brigade Leveraged Capital Structures Fund Ltd. – 5.51%
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Donald E. Morgan, III – 17.97%
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote
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Brigade Capital Management, LP – 0
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Brigade Capital Management GP, LLC – 0
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Nimbus Atlas LLC – 0
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Brigade Capital GP, LLC – 0
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Brigade Leveraged Capital Structures Fund Ltd. – 0
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Donald E. Morgan, III – 0
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(ii)
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Shared power to vote or to direct the vote
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Brigade Capital Management, LP – 2,319,044
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Brigade Capital Management GP, LLC – 2,319,044
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Nimbus Atlas LLC - 1,674,273
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Brigade Capital GP, LLC - 1,674,273
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Brigade Leveraged Capital Structures Fund Ltd. – 711,528
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Donald E. Morgan, III – 2,319,044
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(iii)
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Sole power to dispose or to direct the disposition of
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Brigade Capital Management, LP – 0
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Brigade Capital Management GP, LLC – 0
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Nimbus Atlas LLC – 0
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Brigade Capital GP, LLC – 0
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Brigade Leveraged Capital Structures Fund Ltd. – 0
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Donald E. Morgan, III – 0
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(iv)
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Shared power to dispose or to direct the disposition of
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Brigade Capital Management, LP – 2,319,044
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Brigade Capital Management GP, LLC – 2,319,044
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Nimbus Atlas LLC - 1,674,273
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Brigade Capital GP, LLC - 1,674,273
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Brigade Leveraged Capital Structures Fund Ltd. – 711,528
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Donald E. Morgan, III – 2,319,044
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Item 5.
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Ownership of Five Percent or Less of a Class.
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If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following [_].
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N/A
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Item 6.
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Ownership of More Than Five Percent on Behalf of Another Person.
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If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than five percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
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N/A
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.
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If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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If a group has filed this schedule pursuant to
§
240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
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Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity. See Item 5.
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N/A
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Item 10.
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Certification.
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(a)
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The following certification shall be included if the statement is filed pursuant to
§
240.13d-1(b).
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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(b)
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The following certification shall be included if the statement is filed pursuant to
§
240.13d-1(c):
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By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
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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.
The original statement shall be signed by each person on
whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized
representative other than an executive officer or general partner of the filing person, evidence of the representative's authority
to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose
which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs
the statement shall be typed or printed beneath his signature.
Note. Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
Attention. Intentional misstatements or omissions of fact
constitute Federal criminal violations (see 18 U.S.C. 1001).
The undersigned agree that this Amendment
to Schedule 13G dated December 19, 2018 relating to the Class A Common Stock, par value $0.0000001 per share, of Cumulus Media
Inc. shall be filed on behalf of the undersigned.