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: Bordes Stephen M. (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-12-29	Class A Common Stock	J	160442.318	$4.61	Disposed	489762.455	Indirect

Footnotes

F1: Includes 56,409.54 shares surrendered to Beasley Broadcast Group, Inc. (the "Issuer") and 104,032.778 shares released to the Issuer from escrow, in connection with the Agreement and Plan of Merger 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"), and 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 (continued in next footnote)

F2: (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.

F3: Stephen M. Bordes is a co-trustee and beneficiary of the Stephen Bordes 2009 Gift Trust.

F4: Stephen M. Bordes disclaims beneficial ownership of these securities, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that he is, for purposes of Section 16 or for any other purpose, the beneficial owner of such securities.