EXPLANATORY NOTE
This Amendment No. 2 to Schedule 13D (this Amendment No. 2) amends and supplements the Statement on Schedule 13D filed
by Caroline Beasley (the Reporting Person), with the United States Securities and Exchange Commission (the SEC) on December 9, 2010 (the Schedule 13D), relating to the Class A Common Stock, par value
$.001 per share (the Common Stock), of Beasley Broadcast Group, Inc., a Delaware corporation (the Issuer). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D.
This Amendment No. 2 is being filed to correct an error in Amendment No. 1, which incorrectly stated that the Reporting Person may
be deemed to beneficially own the shares of Common Stock beneficially owned by the George Beasley Estate Reduction Trust.
Item 5.
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Interest in Securities of the Issuer.
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Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
(a) (b)
The following sets forth, as of
the date hereof, the aggregate number of shares and percentage of Common Stock beneficially owned by the Reporting Person, as well as the number of shares of Common Stock as to which the Reporting Person has the sole power to vote or to direct the
vote, shared power to vote or to direct the vote, sole power to dispose or to direct the disposition, or shared power to dispose or to direct the disposition of, as of the date hereof based on 10,908,309 shares of Common Stock outstanding as of
December 31, 2018 and assuming the conversion on a
one-for-one
basis of each share of Class B Common Stock of the Issuer held by the Reporting Person.
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Reporting Person
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Amount
beneficially
owned
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Percent
of class
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Sole power
to vote or
to direct
the vote
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Shared
power
to vote or
to direct the
vote
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Sole power
to dispose
or to direct
the
disposition
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Shared
power to
dispose or
to direct the
disposition
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Caroline Beasley
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1,275,822
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10.7
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%
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1,275,822
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0
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1,275,822
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0
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The Reporting Person beneficially owns 1,275,822 shares of the Issuers Common Stock, which includes: (i)
495,764 shares of Class B Common Stock, which are convertible into shares of Common Stock on a
one-for-one
basis at the option of the holder at any time, held by
the George G. Beasley Trust f/b/o Barbara Caroline Beasley u/a/d 12/9/08, of which the Reporting Person is the trustee; (ii) 553,276 shares of Class B Common Stock held by the Barbara Caroline Beasley Revocable Trust, dated April 14, 1998,
as amended, of which the Reporting Person is the trustee; (iii) 213,582 shares of Common Stock held of record by the Reporting Person; and (iv) 13,200 shares of Common Stock held of record by the Reporting Persons children which may be deemed
to be beneficially owned by the Reporting Person.
(c) None.
(d) None.
(e) Not Applicable.