Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT 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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(Print or Type Responses)
1. Name and Address of Reporting Person *
PINCH JOHN G
   2. Issuer Name and Ticker or Trading Symbol
CUMULUS MEDIA INC [CMLS] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP & Co-COO
(Last)
(First)
(Middle)
3280 PEACHTREE ROAD, NW, SUITE 2300		 3. Date of Earliest Transaction (Month/Day/Year)
12/30/2008
(Street)

ATLANTA, GA 30305		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, $.01 par value 12/30/2008   A   20,433 A $ 0 (1) 144,814 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Employee Stock Option (right to buy) $ 3.94 12/30/2008   D     73,377   (2) 12/01/2010 Class A Common Stock, $.01 par value 73,377 $ 0 0 D  
Employee Stock Option (right to buy) $ 12.9 12/30/2008   D     150,000   (2) 12/03/2011 Class A Common Stock, $.01 par value 150,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 16.6 12/30/2008   D     100,000   (2) 11/29/2012 Class A Common Stock, $.01 par value 100,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 19.38 12/30/2008   D     75,000   (2) 05/13/2014 Class A Common Stock, $.01 par value 75,000 $ 0 0 D  
Employee Stock Option (right to buy) $ 2.54 12/30/2008   A     20,975   (3) 12/30/2018 Class A Common Stock, $.01 par value 20,975 $ 0 (1) 20,975 D  
Employee Stock Option (right to buy) $ 2.92 12/30/2008   A     20,975   (3) 12/30/2018 Class A Common Stock, $.01 par value 20,975 $ 0 (1) 20,975 D  
Employee Stock Option (right to buy) $ 3.3 12/30/2008   A     20,974   (3) 12/30/2018 Class A Common Stock, $.01 par value 20,974 $ 0 (1) 20,974 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PINCH JOHN G
3280 PEACHTREE ROAD, NW
SUITE 2300
ATLANTA, GA 30305		       EVP & Co-COO  

Signatures

 /s/ Richard S. Denning as Attorney-In-Fact   12/31/2008
**Signature of Reporting Person Date

Explanation of Responses:

* 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) On December 30, 2008, the Issuer canceled, pursuant to the Issuer's option exchange program, options granted to the reporting person on: December 1, 2000; December 3, 2001; November 29, 2002 and May 13, 2004. In exchange for such options, the reporting person received options to purchase 62,924 shares of Class A Common Stock and received 20,433 shares of restricted Class A Common Stock.
(2) The canceled option is fully exercisable as of December 30, 2008.
(3) Options will vest at the rate of (a) 50% on the second anniversary of the date of grant and (b) 25% on each of the two succeeding anniversaries thereafter.

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