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 * GREEN HOLCOMBE T JR   2. Issuer Name and Ticker or Trading Symbol CUMULUS MEDIA INC [CMLS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 3280 PEACHTREE ST NW #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   10,258 A $ 0 (1) 16,258 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)	$ 9.14	12/30/2008		D			30,000	(2)	05/04/2011	Class A Common Stock, $.01 par value	30,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 14.62	12/30/2008		D			30,000	(2)	03/01/2012	Class A Common Stock, $.01 par value	30,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 14.03	12/30/2008		D			35,000	(2)	03/04/2013	Class A Common Stock, $.01 par value	35,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 19.38	12/30/2008		D			35,000	(2)	05/13/2014	Class A Common Stock, $.01 par value	35,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 14.36	12/30/2008		D			35,000	(3)	04/07/2015	Class A Common Stock, $.01 par value	35,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 9.4	12/30/2008		D			35,000	(4)	08/04/2016	Class A Common Stock, $.01 par value	35,000	$ 0	0	D
Employee Stock Option (right to buy)	$ 2.54	12/30/2008		A			12,977	(5)	12/30/2018	Class A Common Stock, $.01 par value	12,977	$ 0 (1)	12,977	D
Employee Stock Option (right to buy)	$ 2.92	12/30/2008		A			12,977	(5)	12/30/2018	Class A Common Stock, $.01 par value	12,977	$ 0 (1)	12,977	D
Employee Stock Option (right to buy)	$ 3.3	12/30/2008		A			12,976	(5)	12/30/2018	Class A Common Stock, $.01 par value	12,976	$ 0 (1)	12,976	D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GREEN HOLCOMBE T JR 3280 PEACHTREE ST NW #2300 ATLANTA, GA 30305	X

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: May 4, 2001; March 1, 2002; March 4, 2003; May 13, 2004; April 7, 2005; and August 4, 2006. In exchange for such options, the reporting person received options to purchase 38,930 shares of Class A Common Stock and received 10,258 shares of restricted Class A Common Stock.
(2)	The canceled option is fully exercisable as of December 30, 2008.
(3)	The canceled option would be fully vested as of April 7, 2009.
(4)	The canceled option would be fully vested as of August 4, 2010.
(5)	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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