SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Power Eugene Allen

(Last) (First) (Middle)
6400 N BELT LINE RD

(Street)
IRVING TX 75063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SALEM MEDIA GROUP, INC. /DE/ [ SALM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President Broadcast Media
3. Date of Earliest Transaction (Month/Day/Year)
03/14/2023
4. If Amendment, Date of 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
Rule 10b5-1(c) Transaction Indication

  
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
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 Securities Underlying Derivative Security (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: 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
Stock Options (Right to buy) $1.06 03/14/2023 A 20,000 (1) (2) Class A Common Stock 20,000 $0.00 20,000 D
Explanation of Responses:
1. The option was granted under the Issuer's Amended and Restated 1999 Stock Incentive Plan in a transaction exempt under Rule 16(b)-3. The option shall vest as follows: 5,000 shares shall vest on March 15, 2024, 5,000 shares shall vest on March 15, 2025, 5,000 shares shall vest on March 15, 2026, and 5,000 shares shall vest on March 15, 2027.
2. The options shall expire as follows: the first installment of 5,000 shares shall expire on March 15, 2029, the second installment of 5,000 shares shall expire on March 15, 2030, the third installment of 5,000 shares shall expire on March 15, 2031 and the last installment of 5,000 shares shall expire on March 15, 2032.
Remarks:
Christopher J. Henderson, as Attorney-in-Fact for Power, Eugene Allen pursuant to a continuing Power of Attorney 03/22/2023
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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