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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
SULEMAN FARID C/O CITADEL BROADCASTING CORPORATION 7201 W. LAKE MEAD BLVD, SUITE 400 LAS VEGAS, NV 89128 |
X | Chief Executive Officer |
/s/ Farid Suleman | 11/06/2008 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | Settlement of tax withholding obligations. |
(2) | Includes 2,048 shares of Common Stock held in the Citadel Broadcasting Company 401(k) Retirement Savings Plan as of November 5, 2008. In addition, Mr. Suleman holds 20,000 shares of Common Stock as custodian for his son under the Uniform Gift to Minors; Mr. Suleman disclaims beneficial ownership of those shares. |
(3) | Includes 2,000,000 restricted shares that vest in three portions annually, on the anniversary date of the grant, with the first third vesting as of June 4, 2009, subject to Mr. Suleman's continuous service with Citadel Broadcasting Corporation (the "Company") through the applicable vesting date. |
(4) | Includes 2,000,000 performance based shares that shall vest in their entirety and become freely transferable in the event that the closing price of the Company's common stock on the New York Stock Exchange is at least $7.50 or more for five (5) consecutive trading days. Grant shall expire if not vested within 7 years of date of grant, which was made on June 4, 2008, subject to Mr. Suleman's continuous service with the Company through the applicable vesting date. |