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 2016 GRAT #2 (See Remarks)
Reporting Person: Lee Bordes 2016 GRAT #3 (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-05-23	Class A Common Stock	G	85734.574	—	Disposed	16330.398	Direct
2017-05-23	Class A Common Stock	G	82810.14	—	Disposed	15773.363	Direct
2017-12-29	Class A Common Stock	J	16330.398	$4.61	Disposed	0	Direct
2017-12-29	Class A Common Stock	J	15773.363	$4.61	Disposed	0	Direct

Footnotes

F1: Gift.

F2: Shares held in escrow and subject to reduction in connection with the purchase price adjustment provisions of the Agreement and Plan of Merger (the "Merger Agreement"), dated July 19, 2016, by and among 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 2016 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.

F5: These securities are owned solely by the Lee Bordes 2016 GRAT #3. 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.

F6: 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.