Amendment: SEC Form SCHEDULE 13D/A filed by Cumulus Media Inc.
$CMLS
Broadcasting
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
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CUMULUS MEDIA INC (Name of Issuer) |
Class A Common Stock, par value $0.0000001 per share (Title of Class of Securities) |
231082801 (CUSIP Number) |
Ravinder Sajwan 463 MacPherson Road, Singapore, U0, 368181 65 6587 7383 Copy to: Peter D. Fetzer Foley & Lardner LLP, 777 East Wisconsin Avenue, Suite 3800 Milwaukee, WI, 53202-5306 414.297.5596 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/04/2025 (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.
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).
SCHEDULE 13D
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| CUSIP No. | 231082801 |
| 1 |
Name of reporting person
Renew Group Private Ltd | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 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)
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| 6 | Citizenship or place of organization
SINGAPORE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
1,239,917.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
7.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0000001 per share |
| (b) | Name of Issuer:
CUMULUS MEDIA INC |
| (c) | Address of Issuer's Principal Executive Offices:
780 Johnson Ferry Road, NE, Suite 500, Atlanta,
GEORGIA
, 30342. |
| Item 2. | Identity and Background |
| (a) | This Schedule 13D is being filed by Renew Group Private Ltd. (the "Reporting Person") to report its holdings of Common Stock in Cumulus Media Inc. (the "Company"). Set forth on Schedule A attached hereto ("Schedule A") is the name and present principal business, occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted, and the citizenship of the control person, executive officers and directors of the Reporting Person (the "Related Parties"). To the best of the knowledge of the Reporting Person, none of the persons listed on Schedule A beneficially owns any securities of the Company or is a party to any contract, agreement, or understanding required to be disclosed herein. |
| (b) | The principal business address of the Reporting Person is 463 MacPherson Road, Singapore 368181. |
| (c) | The Reporting Person owns and operates various companies in medical, energy, water, media and other industries for both industrial and consumer use. |
| (d) | During the last five years, the Reporting Person and the Related Parties were not convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | During the last five years, the Reporting Person and the Related Parties were not a party to a civil proceeding of a judicial or administrative body of competent jurisdiction that resulted in any such party being subject to a judgment, decree, or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. |
| (f) | Not applicable as the Reporting Person is not a natural person. |
| Item 3. | Source and Amount of Funds or Other Consideration |
In aggregate, the Reporting Person has voting and dispositive power over 1,239,917 shares of Common Stock of the Company acquired at an aggregate cost of 5,129,395.88. | |
| Item 4. | Purpose of Transaction |
The Reporting Person owns 7.20% of the Company in the aggregate, based upon the Company's aggregate outstanding shares as of February 20, 2025.
The Reporting Person intends to monitor the performance and corporate governance of the Company, as well as the actions of the Company's management and board. As it deems necessary, the Reporting Person will assert its stockholder rights.
To the extent the actions described herein may be deemed to constitute a "control purpose" with respect to the Securities Exchange Act of 1934, as amended, and the regulations thereunder, the Reporting Person has such a purpose. Except as noted in this Schedule 13D, the Reporting Person does not have any plans or proposals, which relate to, or would result in, any of the matters referred to in paragraphs (b) through (j), inclusive of Item (4) of Schedule 13D. The Reporting Person may, at any time and from time to time, review or reconsider its positions and formulate plans or proposals with respect thereto. | |
| Item 5. | Interest in Securities of the Issuer |
| (a) | The Reporting Person beneficially owns in the aggregate 1,239,917 shares of Common Stock, which represents approximately 7.20% of the Company's outstanding shares of Common Stock.
The percentages used in this filing are calculated based upon the number of outstanding shares of the Class A Common Stock, 16,196,129, and Class B Common Stock, 312,041, reported as outstanding as of February 25, 2025 in the Company's most recent Annual Report on Form 10-K.
None of the Related Parties beneficially own any shares of the Common Stock, and none of them have had any transactions in the Common Stock within the past 60 days. |
| (b) | Number of Shares Beneficially Owned with Sole Voting and Dispositive Power: 1,239,917
Number of Shares Beneficially Owned with Shared Voting and Dispositive Power: None |
| (c) | The Reporting Person made the following transactions in the Common Stock within the past 60 days (all shares reflected are Class A Common Stock):
Trade Date: 3/28/2025
Number of Shares Sold: 7,900
Price Per Share: $0.4967
Where and How Transaction Effected: Open Market
Trade Date: 3/30/2025
Number of Shares Sold: 3,000
Price Per Share: $0.4683
Where and How Transaction Effected: Open Market
Trade Date: 4/1/2025
Number of Shares Sold: 95,584
Price Per Share: $0.4862
Where and How Transaction Effected: Open Market
Trade Date: 4/2/2025
Number of Shares Sold: 34,222
Price Per Share: $0.4856
Where and How Transaction Effected: Open Market
Trade Date: 4/4/2025
Number of Shares Sold: 46,410
Price Per Share: $0.4395
Where and How Transaction Effected: Open Market |
| (d) | NA |
| (e) | NA |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
None. | |
| Item 7. | Material to be Filed as Exhibits. |
Exhibit 99.1 Schedule A Identity and Background Related Parties (Filed Herewith.) |
| 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.
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