BEASLEY BROADCAST GROUP INC — Director's Dealing 2018

Feb 9, 2018

SEC Form 5 — Annual Statement of Changes in Beneficial Ownership

Issuer: BEASLEY BROADCAST GROUP INC (BBGI)
CIK: 0001099160
Period of Report: 2017-12-31

Reporting Person: Lee Bordes 2015 GRAT #7 (See Remarks)
Reporting Person: Lee Bordes 2017 GRAT #1 (See Remarks)
Reporting Person: Lee Bordes 2017 GRAT #2 (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-07-18	Class A Common Stock	G	190000	—	Disposed	120537.177	Direct
2017-12-29	Class A Common Stock	J	49685.955	$4.61	Disposed	70851.222	Direct
2017-12-29	Class A Common Stock	J	115451.48	$4.61	Disposed	966954.38	Direct
2017-12-29	Class A Common Stock	J	115451.48	$4.61	Disposed	966954.38	Direct

Footnotes

F1: Gift.

F2: Includes 49,685.955 shares held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Agreement and Plan of Merger, dated July 19, 2016 (the "Merger Agreement"), by and among Beasley Broadcast Group, Inc. (the "Issuer"), Greater Media, Inc. ("Greater Media"), Beasley Media Group 2, Inc., an indirect wholly owned subsidiary of the Issuer ("Merger Sub"), and Peter A. Bordes, Jr., as the stockholders' representative (the "Stockholders' Representative"), pursuant to which, on November 1, 2016 (the "Effective Time"), Merger Sub was merged with and into Greater Media, with Greater Media surviving the merger as an indirect wholly owned subsidiary of the Issuer (the "Merger").

F3: The Reporting Person disclaims beneficial ownership of the shares held in escrow, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F4: These securities are owned solely by the Lee Bordes 2015 GRAT #7. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F5: Shares released to the Issuer from escrow, pursuant to the Settlement Agreement (the "Settlement Agreement"), dated December 29, 2017, by and among the Issuer, Greater Media and the Stockholders' Representative, in full satisfaction of the Reporting Person's obligations with respect to (i) certain purchase price and other adjustments under Section 1.7 of the Merger Agreement, and (ii) resolution of certain other claims between the Issuer and BFTW LLC.

F6: Shares surrendered to the Issuer pursuant to the Settlement Agreement, in full satisfaction of the Reporting Person's obligations with respect to (i) certain purchase price and other adjustments under Section 1.7 of the Merger Agreement, and (ii) resolution of certain other claims between the Issuer and BFTW LLC.

F7: These securities are owned solely by the Lee Bordes 2017 GRAT #1. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

F8: These securities are owned solely by the Lee Bordes 2017 GRAT #2. Each of the other reporting persons disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.