Edgar Filing: CUMULUS MEDIA INC

CUMULUS MEDIA INC./LEWIS W. DICKEY, JR.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934
(Amendment No. 13)*

CUMULUS MEDIA INC.

(Name of Issuer)

Class A Common Stock, $.01 par value

(Title of Class of Securities)

231082108

(CUSIP Number)

Lewis W. Dickey, Jr.
c/o Cumulus Media Inc.
3280 Peachtree Road, N.W., Suite 2300
Atlanta, Georgia 30305
(404) 949-0700

with a copy to:
Mark L. Hanson, Esq.
Jones Day
1420 Peachtree St., N.E., Suite 800
Atlanta, Georgia 30309

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

August 1, 2008

(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 § 240.13d-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).

(Continued on following pages)


CUSIP No.		231082108		Page		2		of		15	Pages


1	NAME OF REPORTING PERSONS Lewis W. Dickey, Jr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


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)

	OO

5	CHECK BOX 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			4,855,923

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			10,000

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			4,855,923

WITH		10	SHARED DISPOSITIVE POWER

			10,000

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	4,865,923

12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

	o

13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

	12.2%

14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

	IN


CUSIP No.		231082108		Page		3		of		15	Pages


1	NAME OF REPORTING PERSONS Lewis W. Dickey, Sr. I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)


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)

	OO

5	CHECK BOX 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			5,330,260

SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0

EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			5,330,260

WITH		10	SHARED DISPOSITIVE POWER

			0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

	5,330,260

12	CHECK BOX 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


CUSIP No.		231082108		Page		4		of		15	Pages

NAME OF REPORTING PERSONS
DBBC, L.L.C.

I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a) o

(b) þ

SEC USE ONLY

SOURCE OF FUNDS (SEE INSTRUCTIONS)

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

SOLE VOTING POWER

NUMBER OF

SHARED VOTING POWER

BENEFICIALLY

OWNED BY

10,000

EACH

SOLE DISPOSITIVE POWER

REPORTING

PERSON

WITH

SHARED DISPOSITIVE POWER

10,000

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

10,000

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

Less than 1%

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

SCHEDULE 13D

Explanatory Note

The reporting persons are filing this Amendment No. 13 to Schedule 13D to update the information previously contained in Item 5 with respect to the holdings of certain of the reporting persons with respect to shares of the Class A Common Stock, par value $.01 per share, of Cumulus Media Inc. (the “Company”) (the “Class A Common Stock”).

Item 1. Security and Issuer

This statement relates to the Class A Common Stock of the Company. The principal executive offices of the Company are located at 3280 Peachtree Road, N.W., Suite 2300, Atlanta, Georgia 30305.

Item 3. Source and Amount of Funds or other Consideration

Item 3 is hereby amended and supplemented as follows:

From July 23, 2008 through August 1, 2008, the Lewis W. Dickey, Sr. Revocable Trust (the “Trust”), of which Lew Dickey, Sr. is trustee, purchased an aggregate of 426,684 shares of Class A Common Stock for an aggregate purchase price of $1,225,902. Trust funds held by the Trust were the sole source of funds used to acquire the aforementioned shares of Class A Common Stock.

Item 5. Interest in Securities of the Issuer

Item 5(a) and (c) are hereby amended and restated to read as follows:

(a) For purposes of calculating the percentages set forth in this Item 5, (i) the number of shares of Class A Common Stock outstanding is assumed to be 37,502,718 and the number of shares of the Company’s Class C Common Stock, par value $.01 per share (the “Class C Common Stock”) is assumed to be 644,871 (which represents the shares of Class A Common

Stock and Class C Common Stock outstanding as of April 30, 2008, as represented on the front cover to the Company’s quarterly report on Form 10-Q for the period ended March 31, 2008).

Lewis W. Dickey, Jr.

Lew Dickey, Jr. is deemed to beneficially own 4,865,923 shares of Class A Common Stock as follows:

	•		2,331,052 shares of Class A Common Stock directly owned;

	•		options to purchase 1,380,000 shares of Class A Common Stock, which are exercisable within 60 days;

	•		644,871 shares of Class C Common Stock, which are convertible into shares of Class A Common Stock on a one-for-one basis, directly owned;

	•		options to purchase 500,000 shares of Class C Common Stock, which are exercisable within 60 days; and

	•		10,000 shares of Class A Common Stock owned by DBBC and deemed to be beneficially owned by Lew Dickey, Jr. in his capacity as manager of DBBC.

Assuming exercise of all of the foregoing options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, Lew Dickey, Jr. would be deemed to beneficially own 4,865,923 shares, or 12.2% of the outstanding shares of Class A Common Stock.

Lewis W. Dickey, Sr.

Lew Dickey Sr. is deemed to beneficially own 5,330,260 shares, or 14.2%, of the outstanding shares of Class A Common Stock, as follows:

	•		884,000 shares of Class A Common Stock directly owned; and

	•		4,446,260 shares of Class A Common Stock directly owned by the Trust, of which he is trustee.

DBBC, L.L.C.

DBBC is deemed to beneficially own 10,000 shares of Class A Common Stock, representing less than 1% of the outstanding shares of Class A Common Stock. As sole manager of DBBC, Lew Dickey, Jr. has voting and dispositive power with respect to the shares of Class A Common Stock beneficially owned by DBBC.

As a result of the reporting persons’ intent described in Item 4, the reporting persons may collectively be deemed to constitute a “group,” within the meaning of Section 13(d)(3) of the Act. As a consequence, each reporting person may be deemed to beneficially own all shares of

Class A Common Stock beneficially owned by each other reporting person. Assuming exercise of all of the above-described options and the conversion of all of the shares of Class C Common Stock (including those shares of Class C Common Stock issuable upon exercise of options) into Class A Common Stock, the reporting persons would collectively beneficially own, in the aggregate, 25.5% of the issued and outstanding Class A Common Stock. Other than as set forth in this Item 5, each reporting person hereby disclaims beneficial ownership of Class A Common Stock owned by any other reporting person.

Other than as set forth above with respect to Lew Dickey, Jr., none of the shares of Class A Common Stock reported in this Item 5 are shares as to which any reporting person has a right to acquire that is exercisable within 60 days. None of the reporting persons beneficially owns any shares of Class A Common Stock other than as set forth herein.

(c) Except as described below, none of the reporting persons has had any transactions in the Class A Common Stock during the past 60 days. Lew Dickey, Sr. engaged in various open market transactions in the past 60 days, the following details of which are summarized below: (1) the type of transaction effected, (2) the execution date of the transaction, (3) the price per share at which the transactions were effected, and (4) the total amount of shares that were the subject of each such transaction.


Buy/Sell	Executed Date		Price		Quantity
Buy		6/2/2008	$	5.0400		4,191
Buy		6/2/2008	$	5.0500		6,081
Buy		6/2/2008	$	5.0600		1,296
Buy		6/3/2008	$	5.0300		200
Buy		6/3/2008	$	5.0400		250
Buy		6/3/2008	$	5.0500		7,563
Buy		6/3/2008	$	5.0550		150
Buy		6/3/2008	$	5.0600		10,990
Buy		6/4/2008	$	5.0100		50
Buy		6/4/2008	$	5.0300		1,300


Buy/Sell	Executed Date		Price		Quantity
Buy		6/4/2008	$	5.0400		1,454
Buy		6/4/2008	$	5.0450		100
Buy		6/4/2008	$	5.0500		25,989
Buy		6/4/2008	$	5.0550		150
Buy		6/4/2008	$	5.0600		26,600
Buy		6/5/2008	$	5.0400		204
Buy		6/5/2008	$	5.0450		100
Buy		6/5/2008	$	5.0500		1,400
Buy		6/20/2008	$	3.9600		1,703
Buy		6/20/2008	$	3.9700		1,300
Buy		6/20/2008	$	3.9800		750
Buy		6/20/2008	$	3.9900		1,800
Buy		6/20/2008	$	4.0000		10,300
Buy		6/20/2008	$	4.0100		6,702
Buy		6/20/2008	$	4.0150		200
Buy		6/20/2008	$	4.0200		1,200
Buy		6/20/2008	$	4.0300		700
Buy		6/20/2008	$	4.0400		900
Buy		6/20/2008	$	4.0500		1,100
Buy		6/20/2008	$	4.0650		50
Buy		6/20/2008	$	4.0700		745
Buy		6/20/2008	$	4.1000		350
Buy		6/20/2008	$	4.1050		150
Buy		6/20/2008	$	4.1100		400
Buy		6/20/2008	$	4.1200		450
Buy		6/20/2008	$	4.1900		150
Buy		6/20/2008	$	4.2000		1,050
Buy		6/23/2008	$	3.9850		150
Buy		6/23/2008	$	3.9900		5,908
Buy		6/24/2008	$	3.9000		1,500
Buy		6/24/2008	$	3.9100		1,000
Buy		6/24/2008	$	3.9200		1,000
Buy		6/24/2008	$	3.9400		1,800
Buy		6/24/2008	$	3.9450		150
Buy		6/24/2008	$	3.9500		1,950
Buy		6/24/2008	$	3.9600		350
Buy		6/24/2008	$	3.9700		12,363
Buy		6/24/2008	$	3.9750		187
Buy		6/24/2008	$	3.9800		8,250
Buy		6/24/2008	$	3.9850		150
Buy		6/24/2008	$	3.9900		18,250
Buy		6/25/2008	$	3.9200		550
Buy		6/25/2008	$	3.9700		300
Buy		6/25/2008	$	3.9800		50
Buy		6/25/2008	$	3.9900		4,250
Buy		6/26/2008	$	3.8300		2,100
Buy		6/26/2008	$	3.8400		400
Buy		6/26/2008	$	3.8600		200
Buy		6/26/2008	$	3.8800		2,250
Buy		6/26/2008	$	3.8850		100
Buy		6/26/2008	$	3.8900		4,200
Buy		6/26/2008	$	3.9000		7,750
Buy		6/26/2008	$	3.9100		4,400
Buy		6/26/2008	$	3.9200		5,200
Buy		6/26/2008	$	3.9300		7,800
Buy		6/26/2008	$	3.9400		5,000
Buy		6/26/2008	$	3.9500		3,950
Buy		6/26/2008	$	3.9650		50
Buy		6/26/2008	$	3.9700		3,550
Buy		6/27/2008	$	3.9200		1,400
Buy		6/27/2008	$	3.9250		50
Buy		6/27/2008	$	3.9300		4,250
Buy		6/27/2008	$	3.9400		6,250
Buy		6/27/2008	$	3.9500		2,250


Buy/Sell	Executed Date		Price		Quantity
Buy		6/27/2008	$	3.9600		1,100
Buy		6/27/2008	$	3.9700		2,250
Buy		6/27/2008	$	3.9800		6,400
Buy		6/27/2008	$	3.9850		50
Buy		6/27/2008	$	3.9900		450
Buy		6/30/2008	$	3.9400		897
Buy		6/30/2008	$	3.9500		1,150
Buy		6/30/2008	$	3.9600		750
Buy		6/30/2008	$	3.9700		3,695
Buy		6/30/2008	$	3.9750		250
Buy		6/30/2008	$	3.9800		11,276
Buy		6/30/2008	$	3.9850		250
Buy		6/30/2008	$	3.9900		16,032
Buy		7/1/2008	$	3.8800		300
Buy		7/1/2008	$	3.8900		3,550
Buy		7/1/2008	$	3.8950		300
Buy		7/1/2008	$	3.8975		150
Buy		7/1/2008	$	3.9000		3,850
Buy		7/1/2008	$	3.9050		50
Buy		7/1/2008	$	3.9100		3,100
Buy		7/1/2008	$	3.9200		2,150
Buy		7/1/2008	$	3.9300		10,896
Buy		7/1/2008	$	3.9350		100
Buy		7/1/2008	$	3.9400		1,700
Buy		7/1/2008	$	3.9500		1,452
Buy		7/1/2008	$	3.9600		1,902
Buy		7/1/2008	$	3.9650		1,450
Buy		7/1/2008	$	3.9700		1,550
Buy		7/1/2008	$	3.9750		350
Buy		7/1/2008	$	3.9800		1,450
Buy		7/2/2008	$	3.3500		300
Buy		7/2/2008	$	3.3600		150
Buy		7/2/2008	$	3.3700		350
Buy		7/2/2008	$	3.3900		450
Buy		7/2/2008	$	3.3950		300
Buy		7/2/2008	$	3.4200		450
Buy		7/2/2008	$	3.4400		600
Buy		7/2/2008	$	3.4450		150
Buy		7/2/2008	$	3.4500		350
Buy		7/2/2008	$	3.4600		550
Buy		7/2/2008	$	3.4700		400
Buy		7/2/2008	$	3.4800		850
Buy		7/2/2008	$	3.5100		400
Buy		7/2/2008	$	3.5200		200
Buy		7/2/2008	$	3.5300		700
Buy		7/2/2008	$	3.5500		350
Buy		7/2/2008	$	3.5600		150
Buy		7/2/2008	$	3.5900		150
Buy		7/2/2008	$	3.6300		1,350
Buy		7/2/2008	$	3.6500		150


Buy/Sell	Executed Date		Price		Quantity
Buy		7/2/2008	$	3.6600		195
Buy		7/2/2008	$	3.6700		750
Buy		7/2/2008	$	3.6800		400
Buy		7/2/2008	$	3.6900		600
Buy		7/2/2008	$	3.7000		950
Buy		7/2/2008	$	3.7100		400
Buy		7/2/2008	$	3.7200		650
Buy		7/2/2008	$	3.7300		150
Buy		7/2/2008	$	3.7500		971
Buy		7/2/2008	$	3.8000		1,800
Buy		7/2/2008	$	3.8100		877
Buy		7/2/2008	$	3.8200		350
Buy		7/2/2008	$	3.8300		2,313
Buy		7/2/2008	$	3.8400		1,050
Buy		7/2/2008	$	3.8500		1,650
Buy		7/2/2008	$	3.8600		2,800
Buy		7/2/2008	$	3.8700		953
Buy		7/2/2008	$	3.8800		4,900
Buy		7/2/2008	$	3.8900		2,191
Buy		7/2/2008	$	3.9000		1,000
Buy		7/2/2008	$	3.9100		1,000
Buy		7/3/2008	$	3.2900		1,971
Buy		7/3/2008	$	3.2950		150
Buy		7/3/2008	$	3.3000		8,150
Buy		7/3/2008	$	3.3050		350
Buy		7/3/2008	$	3.3100		9,210
Buy		7/3/2008	$	3.3200		1,478
Buy		7/3/2008	$	3.3400		550
Buy		7/3/2008	$	3.3500		1,952
Buy		7/3/2008	$	3.3600		1,050
Buy		7/3/2008	$	3.3700		600
Buy		7/3/2008	$	3.3800		2,350
Buy		7/3/2008	$	3.3900		100
Buy		7/3/2008	$	3.4000		3,234
Buy		7/3/2008	$	3.4050		50
Buy		7/3/2008	$	3.4100		3,050
Buy		7/3/2008	$	3.4200		55
Buy		7/7/2008	$	3.0800		350
Buy		7/7/2008	$	3.1000		1,100
Buy		7/7/2008	$	3.1050		50
Buy		7/7/2008	$	3.1100		1,575
Buy		7/7/2008	$	3.1150		50
Buy		7/7/2008	$	3.1200		2,850
Buy		7/7/2008	$	3.1300		2,750
Buy		7/7/2008	$	3.1400		540
Buy		7/7/2008	$	3.1450		100
Buy		7/7/2008	$	3.1500		2,050
Buy		7/7/2008	$	3.1600		550
Buy		7/7/2008	$	3.1900		4,587
Buy		7/7/2008	$	3.1950		100


Buy/Sell	Executed Date		Price		Quantity
Buy		7/7/2008	$	3.2000		1,150
Buy		7/7/2008	$	3.2200		300
Buy		7/7/2008	$	3.2800		300
Buy		7/7/2008	$	3.3000		250
Buy		7/7/2008	$	3.3300		300
Buy		7/7/2008	$	3.3400		3722
Buy		7/7/2008	$	3.3500		3,200
Buy		7/7/2008	$	3.3700		4,277
Buy		7/7/2008	$	3.3800		6,150
Buy		7/8/2008	$	3.1700		165
Buy		7/8/2008	$	3.1800		2,350
Buy		7/8/2008	$	3.1900		4,350
Buy		7/8/2008	$	3.1950		37
Buy		7/8/2008	$	3.2000		7,313
Buy		7/8/2008	$	3.2100		700
Buy		7/8/2008	$	3.2300		300
Buy		7/8/2008	$	3.2400		4,536
Buy		7/8/2008	$	3.2450		100
Buy		7/8/2008	$	3.2500		1,269
Buy		7/8/2008	$	3.2600		1,141
Buy		7/8/2008	$	3.2800		100
Buy		7/8/2008	$	3.3050		100
Buy		7/8/2008	$	3.3100		1,475
Buy		7/8/2008	$	3.3200		1,950
Buy		7/8/2008	$	3.3250		100
Buy		7/8/2008	$	3.3300		600
Buy		7/8/2008	$	3.3900		50
Buy		7/8/2008	$	3.4000		5,050
Buy		7/8/2008	$	3.4100		1,036
Buy		7/8/2008	$	3.4400		78
Buy		7/8/2008	$	3.4500		3,500
Buy		7/9/2008	$	3.3600		150
Buy		7/9/2008	$	3.3700		150
Buy		7/9/2008	$	3.3800		1,997
Buy		7/9/2008	$	3.3900		13,621
Buy		7/9/2008	$	3.3950		575
Buy		7/9/2008	$	3.4000		11,925
Buy		7/9/2008	$	3.4050		50
Buy		7/9/2008	$	3.4100		3,300
Buy		7/9/2008	$	3.4200		2,500
Buy		7/9/2008	$	3.4300		895
Buy		7/9/2008	$	3.4400		1,137
Buy		7/10/2008	$	2.7900		200
Buy		7/10/2008	$	2.8000		1
Buy		7/10/2008	$	2.8100		1,050
Buy		7/10/2008	$	2.8200		50
Buy		7/10/2008	$	2.8300		1,400
Buy		7/10/2008	$	2.8400		1,250
Buy		7/10/2008	$	2.8450		50
Buy		7/10/2008	$	2.8500		2,669


Buy/Sell	Executed Date		Price		Quantity
Buy		7/10/2008	$	2.8550		50
Buy		7/10/2008	$	2.8600		600
Buy		7/10/2008	$	2.8650		100
Buy		7/10/2008	$	2.8700		1,900
Buy		7/10/2008	$	2.8800		273
Buy		7/10/2008	$	2.8900		1,734
Buy		7/10/2008	$	2.9100		1,450
Buy		7/10/2008	$	2.9300		250
Buy		7/10/2008	$	2.9400		450
Buy		7/10/2008	$	2.9500		750
Buy		7/10/2008	$	2.9600		200
Buy		7/10/2008	$	2.9700		700
Buy		7/10/2008	$	2.9900		1,000
Buy		7/10/2008	$	3.0000		459
Buy		7/10/2008	$	3.0100		950
Buy		7/10/2008	$	3.0200		200
Buy		7/10/2008	$	3.0400		250
Buy		7/10/2008	$	3.0500		1,750
Buy		7/10/2008	$	3.0600		1,250
Buy		7/10/2008	$	3.0700		2,400
Buy		7/10/2008	$	3.0800		300
Buy		7/10/2008	$	3.1400		750
Buy		7/10/2008	$	3.1700		100
Buy		7/10/2008	$	3.2300		1,200
Buy		7/10/2008	$	3.2600		350
Buy		7/10/2008	$	3.2700		400
Buy		7/10/2008	$	3.2900		2,450
Buy		7/10/2008	$	3.3000		4,488
Buy		7/10/2008	$	3.3100		725
Buy		7/10/2008	$	3.3300		2,150
Buy		7/11/2008	$	2.6700		50
Buy		7/11/2008	$	2.6800		875
Buy		7/11/2008	$	2.6900		2,796
Buy		7/11/2008	$	2.7000		7,259
Buy		7/11/2008	$	2.7100		5,600
Buy		7/11/2008	$	2.7200		2,175
Buy		7/11/2008	$	2.7300		7,103
Buy		7/11/2008	$	2.7400		1,817
Buy		7/11/2008	$	2.7500		100
Buy		7/11/2008	$	2.7600		600
Buy		7/11/2008	$	2.7700		1,100
Buy		7/11/2008	$	2.7800		775
Buy		7/11/2008	$	2.7900		1,350
Buy		7/11/2008	$	2.8000		500
Buy		7/11/2008	$	2.8100		200
Buy		7/11/2008	$	2.8200		1,700
Buy		7/11/2008	$	2.8300		700
Buy		7/11/2008	$	2.8400		1,600
Buy		7/14/2008	$	2.5900		772
Buy		7/14/2008	$	2.6000		600


Buy/Sell	Executed Date		Price		Quantity
Buy		7/14/2008	$	2.6100		508
Buy		7/14/2008	$	2.6200		1,150
Buy		7/14/2008	$	2.6300		500
Buy		7/14/2008	$	2.6400		525
Buy		7/14/2008	$	2.6500		1,800
Buy		7/14/2008	$	2.6600		2,817
Buy		7/14/2008	$	2.6700		2,375
Buy		7/14/2008	$	2.6800		2,302
Buy		7/14/2008	$	2.6900		5,175
Buy		7/14/2008	$	2.7000		1,000
Buy		7/14/2008	$	2.7100		750
Buy		7/14/2008	$	2.7200		350
Buy		7/14/2008	$	2.7300		1,000
Buy		7/14/2008	$	2.7500		150
Buy		7/14/2008	$	2.7600		1,750
Buy		7/14/2008	$	2.7700		1,150
Buy		7/14/2008	$	2.7800		12,976
Buy		7/14/2008	$	2.7900		100
Buy		7/14/2008	$	2.8200		700
Buy		7/14/2008	$	2.8800		1,100
Buy		7/14/2008	$	2.8900		1,500
Buy		7/15/2008	$	2.2900		250
Buy		7/15/2008	$	2.3000		950
Buy		7/15/2008	$	2.3100		1,550
Buy		7/15/2008	$	2.3300		3,230
Buy		7/15/2008	$	2.3400		3,900
Buy		7/15/2008	$	2.3500		4,200
Buy		7/15/2008	$	2.3600		2,050
Buy		7/15/2008	$	2.3700		350
Buy		7/15/2008	$	2.3800		1,200
Buy		7/15/2008	$	2.3900		1,750
Buy		7/15/2008	$	2.4000		1,750
Buy		7/15/2008	$	2.4100		1,000
Buy		7/15/2008	$	2.4200		550
Buy		7/15/2008	$	2.4300		4,300
Buy		7/15/2008	$	2.4400		2,438
Buy		7/15/2008	$	2.4500		3,290
Buy		7/15/2008	$	2.4600		1,725
Buy		7/15/2008	$	2.4700		1,817
Buy		7/15/2008	$	2.4800		1,250
Buy		7/15/2008	$	2.4900		1,550
Buy		7/15/2008	$	2.5000		300
Buy		7/15/2008	$	2.5300		450
Buy		7/15/2008	$	2.5700		700
Buy		7/15/2008	$	2.5800		100
Buy		7/15/2008	$	2.5900		400
Buy		7/16/2008	$	2.1800		1,100
Buy		7/16/2008	$	2.2000		1,000
Buy		7/16/2008	$	2.2200		4,375
Buy		7/16/2008	$	2.2300		1,350
Buy		7/16/2008	$	2.2400		1,350
Buy		7/16/2008	$	2.2500		1,800
Buy		7/16/2008	$	2.2600		2,100
Buy		7/16/2008	$	2.2700		5,125
Buy		7/16/2008	$	2.2800		300
Buy		7/16/2008	$	2.2900		14,479
Buy		7/16/2008	$	2.3000		4,671
Buy		7/16/2008	$	2.3100		3,400
Buy		7/17/2008	$	2.0900		450
Buy		7/17/2008	$	2.1100		400
Buy		7/17/2008	$	2.1300		1,250
Buy		7/17/2008	$	2.1350		150
Buy		7/17/2008	$	2.1400		1,350
Buy		7/17/2008	$	2.1500		3,100
Buy		7/17/2008	$	2.1600		3,943
Buy		7/17/2008	$	2.1650		220
Buy		7/17/2008	$	2.1700		3,830
Buy		7/17/2008	$	2.1750		50
Buy		7/17/2008	$	2.1800		1,950
Buy		7/17/2008	$	2.1900		1,050
Buy		7/17/2008	$	2.1950		100
Buy		7/17/2008	$	2.2000		6,000
Buy		7/17/2008	$	2.2100		2,800
Buy		7/17/2008	$	2.2200		3,551
Buy		7/17/2008	$	2.2300		850
Buy		7/17/2008	$	2.2700		3,079
Buy		7/17/2008	$	2.2800		2,050
Buy		7/17/2008	$	2.2900		550
Buy		7/17/2008	$	2.3400		1,200
Buy		7/17/2008	$	2.3600		1,150
Buy		7/17/2008	$	2.3800		75
Buy		7/17/2008	$	2.4200		152
Buy		7/17/2008	$	2.4300		1,750
Buy		7/18/2008	$	1.9800		220
Buy		7/18/2008	$	1.9900		596
Buy		7/18/2008	$	1.9950		50
Buy		7/18/2008	$	2.0000		3,300
Buy		7/18/2008	$	2.0050		150
Buy		7/18/2008	$	2.0100		1,450
Buy		7/18/2008	$	2.0200		2,336
Buy		7/18/2008	$	2.0250		100
Buy		7/18/2008	$	2.0300		6,471
Buy		7/18/2008	$	2.0400		550
Buy		7/18/2008	$	2.0500		923
Buy		7/18/2008	$	2.0600		3,478
Buy		7/18/2008	$	2.0700		900
Buy		7/18/2008	$	2.0800		2,650
Buy		7/18/2008	$	2.0900		2,300
Buy		7/18/2008	$	2.1000		5,750
Buy		7/18/2008	$	2.1100		3,350
Buy		7/18/2008	$	2.1200		2,750
Buy		7/18/2008	$	2.1300		650
Buy		7/18/2008	$	2.1400		550
Buy		7/18/2008	$	2.1700		500
Buy		7/18/2008	$	2.1800		600
Buy		7/18/2008	$	2.2100		227
Buy		7/18/2008	$	2.2200		1,199
Buy		7/21/2008	$	1.9600		1,300
Buy		7/21/2008	$	1.9900		500
Buy		7/21/2008	$	2.0000		1,500
Buy		7/21/2008	$	2.0100		703
Buy		7/21/2008	$	2.0200		50
Buy		7/21/2008	$	2.0600		300
Buy		7/21/2008	$	2.0800		100
Buy		7/21/2008	$	2.0900		500
Buy		7/21/2008	$	2.1000		500
Buy		7/21/2008	$	2.1200		150
Buy		7/21/2008	$	2.1400		1600
Buy		7/21/2008	$	2.1500		17,900
Buy		7/21/2008	$	2.1600		4,250
Buy		7/21/2008	$	2.1700		2,650
Buy		7/21/2008	$	2.1800		1,350
Buy		7/21/2008	$	2.1900		5,597
Buy		7/21/2008	$	2.2000		5,000
Buy		7/21/2008	$	2.2200		4,800
Buy		7/21/2008	$	2.2300		1,250
Buy		7/22/2008	$	2.1800		1,750
Buy		7/22/2008	$	2.1900		1,450
Buy		7/22/2008	$	2.2000		2,800
Buy		7/22/2008	$	2.2100		30
Buy		7/22/2008	$	2.2200		550
Buy		7/22/2008	$	2.2400		800
Buy		7/22/2008	$	2.2500		1,300
Buy		7/22/2008	$	2.2600		1,024
Buy		7/22/2008	$	2.2700		2,150
Buy		7/22/2008	$	2.2800		500
Buy		7/22/2008	$	2.2900		2,200
Buy		7/22/2008	$	2.3000		950
Buy		7/22/2008	$	2.3100		3,800
Buy		7/22/2008	$	2.3200		3,100
Buy		7/22/2008	$	2.3250		100
Buy		7/22/2008	$	2.3300		18,581
Buy		7/22/2008	$	2.3900		386
Buy		7/22/2008	$	2.4000		1,100
Buy		7/22/2008	$	2.4200		369
Buy		7/22/2008	$	2.4300		550
Buy		7/22/2008	$	2.4400		1,366
Buy		7/22/2008	$	2.4500		944
Buy		7/22/2008	$	2.4600		600
Buy		7/22/2008	$	2.4700		3,600
Buy		7/23/2008	$	2.3800		901
Buy		7/23/2008	$	2.4200		850
Buy		7/23/2008	$	2.4300		950
Buy		7/23/2008	$	2.4400		601
Buy		7/23/2008	$	2.4800		191
Buy		7/23/2008	$	2.5000		1150
Buy		7/23/2008	$	2.5100		2054
Buy		7/23/2008	$	2.5200		450
Buy		7/23/2008	$	2.5300		1350
Buy		7/23/2008	$	2.5800		400
Buy		7/23/2008	$	2.5900		450
Buy		7/23/2008	$	2.6000		400
Buy		7/23/2008	$	2.6100		600
Buy		7/23/2008	$	2.6200		2050
Buy		7/23/2008	$	2.6300		2550
Buy		7/23/2008	$	2.6400		2850
Buy		7/23/2008	$	2.6500		2000
Buy		7/23/2008	$	2.6600		550
Buy		7/23/2008	$	2.7000		600
Buy		7/23/2008	$	2.7100		2968
Buy		7/23/2008	$	2.7200		2550
Buy		7/23/2008	$	2.7400		2100
Buy		7/23/2008	$	2.7500		1000
Buy		7/23/2008	$	2.7800		250
Buy		7/23/2008	$	2.7900		2200
Buy		7/23/2008	$	2.8000		2550
Buy		7/23/2008	$	2.8400		200
Buy		7/23/2008	$	2.8800		1250
Buy		7/23/2008	$	2.8900		3200
Buy		7/23/2008	$	2.8950		50
Buy		7/23/2008	$	2.9000		4850
Buy		7/23/2008	$	2.9100		1185
Buy		7/23/2008	$	2.9200		1150
Buy		7/23/2008	$	2.9300		900
Buy		7/23/2008	$	2.9400		2050
Buy		7/23/2008	$	2.9500		600
Buy		7/24/2008	$	2.5000		900
Buy		7/24/2008	$	2.5100		500
Buy		7/24/2008	$	2.5200		750
Buy		7/24/2008	$	2.5300		2816
Buy		7/24/2008	$	2.5400		4200
Buy		7/24/2008	$	2.5600		1100
Buy		7/24/2008	$	2.5700		1090
Buy		7/24/2008	$	2.5800		3267
Buy		7/24/2008	$	2.5900		8673
Buy		7/24/2008	$	2.6000		11940
Buy		7/24/2008	$	2.6100		1300
Buy		7/24/2008	$	2.6200		1000
Buy		7/24/2008	$	2.6300		2172
Buy		7/24/2008	$	2.6400		5842
Buy		7/24/2008	$	2.6500		3750
Buy		7/24/2008	$	2.6600		700
Buy		7/25/2008	$	2.6500		400
Buy		7/25/2008	$	2.6600		900
Buy		7/25/2008	$	2.6700		450
Buy		7/25/2008	$	2.6900		500
Buy		7/25/2008	$	2.7000		450
Buy		7/25/2008	$	2.7200		400
Buy		7/25/2008	$	2.7300		428
Buy		7/25/2008	$	2.7400		3199
Buy		7/25/2008	$	2.7500		12631
Buy		7/25/2008	$	2.7600		2700
Buy		7/25/2008	$	2.7700		3419
Buy		7/25/2008	$	2.7800		1397
Buy		7/25/2008	$	2.7900		1592
Buy		7/25/2008	$	2.8000		352
Buy		7/25/2008	$	2.8100		1850
Buy		7/25/2008	$	2.8200		2200
Buy		7/25/2008	$	2.8400		50
Buy		7/25/2008	$	2.8500		700
Buy		7/25/2008	$	2.8600		400
Buy		7/25/2008	$	2.8700		1300
Buy		7/25/2008	$	2.8900		350
Buy		7/25/2008	$	2.9000		11373
Buy		7/25/2008	$	2.9500		1309
Buy		7/25/2008	$	2.9550		50
Buy		7/25/2008	$	2.9600		1600
Buy		7/28/2008	$	2.7600		1850
Buy		7/28/2008	$	2.7700		250
Buy		7/28/2008	$	2.7800		600
Buy		7/28/2008	$	2.7900		2890
Buy		7/28/2008	$	2.7950		100
Buy		7/28/2008	$	2.8000		2300
Buy		7/28/2008	$	2.8050		50
Buy		7/28/2008	$	2.8100		3500
Buy		7/28/2008	$	2.8150		50
Buy		7/28/2008	$	2.8200		7800
Buy		7/28/2008	$	2.8300		3150
Buy		7/28/2008	$	2.8400		2000
Buy		7/28/2008	$	2.8500		350
Buy		7/28/2008	$	2.8700		550
Buy		7/28/2008	$	2.8900		3150
Buy		7/28/2008	$	2.9000		8800
Buy		7/28/2008	$	2.9100		5200
Buy		7/28/2008	$	2.9200		4150
Buy		7/28/2008	$	2.9500		4450
Buy		7/28/2008	$	2.9600		1450
Buy		7/28/2008	$	2.9700		1050
Buy		7/28/2008	$	2.9800		1910
Buy		7/28/2008	$	3.0100		450
Buy		7/29/2008	$	2.8400		2600
Buy		7/29/2008	$	2.8500		5350
Buy		7/29/2008	$	2.8900		1411
Buy		7/29/2008	$	2.9000		2006
Buy		7/29/2008	$	2.9100		5409
Buy		7/29/2008	$	2.9150		450
Buy		7/29/2008	$	2.9200		3854
Buy		7/29/2008	$	2.9300		3950
Buy		7/29/2008	$	2.9400		6832
Buy		7/29/2008	$	2.9500		8700
Buy		7/29/2008	$	2.9600		1434
Buy		7/29/2008	$	2.9650		150
Buy		7/29/2008	$	2.9700		9932
Buy		7/29/2008	$	2.9800		501
Buy		7/29/2008	$	2.9900		1993
Buy		7/29/2008	$	3.0000		1478
Buy		7/30/2008	$	2.9550		37
Buy		7/30/2008	$	2.9600		3213
Buy		7/30/2008	$	2.9650		151
Buy		7/30/2008	$	2.9700		28282
Buy		7/30/2008	$	3.0100		50
Buy		7/30/2008	$	3.0200		5733
Buy		7/30/2008	$	3.0300		961
Buy		7/30/2008	$	3.0350		12
Buy		7/30/2008	$	3.0400		1838
Buy		7/30/2008	$	3.0700		850
Buy		7/30/2008	$	3.1100		750
Buy		7/30/2008	$	3.1300		2282
Buy		7/30/2008	$	3.1400		6125
Buy		7/30/2008	$	3.1450		50
Buy		7/30/2008	$	3.1500		2150
Buy		7/31/2008	$	2.8200		1050
Buy		7/31/2008	$	2.8300		8300
Buy		7/31/2008	$	2.8350		44
Buy		7/31/2008	$	2.8400		7056
Buy		7/31/2008	$	2.9000		1850
Buy		7/31/2008	$	2.9100		1693
Buy		7/31/2008	$	2.9200		9350
Buy		7/31/2008	$	2.9600		448
Buy		7/31/2008	$	2.9700		9202
Buy		7/31/2008	$	2.9800		750
Buy		7/31/2008	$	2.9900		1150
Buy		7/31/2008	$	3.0000		1649
Buy		7/31/2008	$	3.0200		2350
Buy		7/31/2008	$	3.0500		1700
Buy		7/31/2008	$	3.0900		500
Buy		7/31/2008	$	3.1000		700
Buy		7/31/2008	$	3.1300		1800
Buy		7/31/2008	$	3.1375		50
Buy		7/31/2008	$	3.1400		1306
Buy		7/31/2008	$	3.1675		50
Buy		7/31/2008	$	3.1700		302
Buy		7/31/2008	$	3.2000		1450
Buy		7/31/2008	$	3.2100		150
Buy		7/31/2008	$	3.2200		500
Buy		7/31/2008	$	3.2300		850
Buy		7/31/2008	$	3.2400		1800
Buy		8/1/2008	$	2.9900		1417
Buy		8/1/2008	$	2.9950		100
Buy		8/1/2008	$	3.0000		7729
Buy		8/1/2008	$	3.0050		750
Buy		8/1/2008	$	3.0100		18750
Buy		8/1/2008	$	3.0200		2679
Buy		8/1/2008	$	3.0400		2200
Buy		8/1/2008	$	3.0450		150
Buy		8/1/2008	$	3.0500		4850
Buy		8/1/2008	$	3.0550		600
Buy		8/1/2008	$	3.0600		1597
Buy		8/1/2008	$	3.0650		50
Buy		8/1/2008	$	3.0700		2800
Buy		8/1/2008	$	3.0750		50
Buy		8/1/2008	$	3.0800		2838
Buy		8/1/2008	$	3.0850		50
Buy		8/1/2008	$	3.0900		1650
Buy		8/1/2008	$	3.0950		50
Buy		8/1/2008	$	3.1000		3150
Buy		8/1/2008	$	3.1200		450
Buy		8/1/2008	$	3.1300		487
Buy		8/1/2008	$	3.1400		2850
Buy		8/1/2008	$	3.1500		750
Buy		8/1/2008	$	3.1600		53

SIGNATURE

After reasonable inquiry and to the best of each of the undersigned’s knowledge and belief, such person certifies that the information set forth in this statement is true, complete and correct.

Dated: August 4, 2008


		/s/ Lewis W. Dickey, Jr.

		Lewis W. Dickey, Jr.

		*

		Lewis W. Dickey, Sr.

		DBBC, L.L.C.

		By: Name:		/s/ Lewis W. Dickey, Jr. Lewis W. Dickey, Jr.
		Title:		Manager


*By:		/s/ Lewis W. Dickey, Jr.

Lewis W. Dickey, Jr.
as Attorney-in-Fact