BEASLEY BROADCAST GROUP INC — Major Shareholding Notification 2011

Feb 15, 2011

SC 13D/A 1 c12625sc13dza.htm SC 13D/A SC 13D/A PAGEBREAK

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934 (Amendment No. 4 )*

Beasley Broadcast Group, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.001

(Title of Class of Securities)

074014101

(CUSIP Number)

Jacob D. Smith General Counsel Luther King Capital Management Corporation 301 Commerce Street, Suite 1600 Fort Worth, Texas 76102 (817) 332-3235

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

February 11, 2011

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

• The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

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CUSIP No. 074014101

1	NAMES OF REPORTING PERSONS LKCM Private Discipline Master Fund, SPC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
	7	SOLE VOTING POWER
NUMBER OF		661,985
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		661,985
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	661,985
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	OO

2

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CUSIP No. 074014101

1	NAMES OF REPORTING PERSONS LKCM Investment Partnership, L.P.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	WC
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
	7	SOLE VOTING POWER
NUMBER OF		192,914
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		192,914
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	192,914
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	3.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	PN

3

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CUSIP No. 074014101

1	NAMES OF REPORTING PERSONS Luther King Capital Management Corporation
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
	7	SOLE VOTING POWER
NUMBER OF		854,899
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		854,899
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	854,899
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IA, CO

4

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CUSIP No. 074014101

1	NAMES OF REPORTING PERSONS J. Luther King, Jr.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
	7	SOLE VOTING POWER
NUMBER OF		854,899
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		854,899
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	854,899
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	14.2%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

5

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CUSIP No. 074014101

1	NAMES OF REPORTING PERSONS J. Bryan King
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a) o
	(b) þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	N/A
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	United States
	7	SOLE VOTING POWER
NUMBER OF		661,985
SHARES	8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY		0
EACH	9	SOLE DISPOSITIVE POWER
REPORTING
PERSON		661,985
WITH	10	SHARED DISPOSITIVE POWER
		0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	661,985
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	11.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	IN

6

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This Amendment No. 4 to Schedule 13D amends and supplements the Schedule 13D filed by the Reporting Persons with respect to the Class A Common Stock, par value $0.001 (“Common Stock”), of Beasley Broadcast Group, Inc. (the “Issuer”). Except as set forth below, all previous Items remain unchanged. Capitalized terms used herein but not defined herein shall have the meanings given to them in the Schedule 13D, as amended, filed with the Securities and Exchange Commission. Each of the Reporting Persons hereby expressly disclaims membership in a “group” under the Securities Exchange Act of 1934 with respect to the securities reported herein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is a member of such a group. Each of the Reporting Persons hereby expressly disclaims beneficial ownership of the securities reported herein, other than to the extent of its pecuniary interest therein, and this Schedule 13D shall not be deemed to be an admission that any such Reporting Person is the beneficial owner of the securities reported herein for purposes of the Securities Exchange Act of 1934 or for any other purpose.

ITEM 5. Interest in Securities of the Issuer

Item 5 is hereby amended and restated in its entirety as follows:

(a) As of February 11, 2011, the Reporting Persons may be deemed to beneficially own 854,899 shares of Common Stock (which represents approximately 14.2% of the outstanding Common Stock based upon information contained in the Issuer’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010).

(b)

Voting	Voting	Dispositive	Dispositive
Power	Power	Power	Power
LKCM Private Discipline Master Fund, SPC	661,985	0	661,985	0
LKCM Investment Partnership, L.P.	192,914	0	192,914	0
Luther King Capital Management Corporation	854,899	0	854,899	0
J. Luther King, Jr.	854,899	0	854,899	0
J. Bryan King	661,985	0	661,985	0

(c) During the past sixty days, the Reporting Persons sold the following shares of Common Stock in open market transactions.

Name — Master Fund	12/28/2010	1,000	6.0396
Master Fund	12/28/2010	7,370	6.0821
Master Fund	12/29/2010	316	6.0005
Master Fund	12/29/2010	801	6
Master Fund	12/29/2010	900	6.0355
Master Fund	12/30/2010	500	6.004
Master Fund	12/30/2010	100	6.008
Master Fund	12/31/2010	200	6
Master Fund	12/31/2010	212	6
Master Fund	1/3/2011	370	6.003
Master Fund	1/3/2011	868	6.0527
Master Fund	1/3/2011	100	6.01
Master Fund	1/3/2011	14,063	6.02
Master Fund	1/4/2011	1,995	6.0123
Master Fund	1/4/2011	201	6.055
Master Fund	1/5/2011	764	6.0229
Master Fund	1/5/2011	410	6.0588
Master Fund	1/6/2011	309	6
Master Fund	1/7/2011	100	6.2
Master Fund	1/19/2011	856	5.95
Master Fund	2/11/2011	40,400	6.0004
Master Fund	2/14/2011	18,000	6.51

(d) Not applicable.

(e) Not applicable.

Folio 7 /Folio

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SIGNATURE

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.

Date: February 14, 2011

LKCM Private Discipline Master Fund SPC
By:	LKCM Private Discipline Management, L.P., as holder of its management shares
By:	LKCM Alternative Management, LLC, its general partner
By:	LKCM Capital Group, LLC, its sole member
By:	/s/ J. Bryan King
	J. Bryan King, President
LKCM Investment Partnership, L.P.
By:	LKCM Investment Partnership GP, LLC, its general partner
By:	/s/ J. Luther King, Jr.
	J. Luther King, Jr., President
Luther King Capital Management Corporation
By:	/s/ J. Luther King, Jr.
	J. Luther King, Jr., President
/s/ J. Bryan King
J. Bryan King
/s/ J. Luther King, Jr.
J. Luther King, Jr.

Folio 8 /Folio