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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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BEASLEY BROADCAST GROUP, INC. (Name of Issuer) |
Class A Common Stock, par value $.001 per share (Title of Class of Securities) |
(CUSIP Number) |
Caroline Beasley 3033 Riviera Drive, Suite 200 Naples, FL, 34103 (239) 263-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
06/30/2026 (Date of Event Which Requires Filing of This Statement) |
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Caroline Beasley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
97,037.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
9.3 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $.001 per share | |
| (b) | Name of Issuer:
BEASLEY BROADCAST GROUP, INC. | |
| (c) | Address of Issuer's Principal Executive Offices:
3033 Riviera Drive, Suite 200, Naples,
FLORIDA
, 34103. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the Statement on Schedule 13D filed by Caroline Beasley (the "Reporting Person"), with the United States Securities and Exchange Commission (the "SEC") on December 9, 2010 (the "Schedule 13D"), relating to the Class A Common Stock, par value $.001 per share (the "Common Stock"), of Beasley Broadcast Group, Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is amended and restated in its entirety as follows:
The information contained on the cover page to this Schedule 13D is incorporated herein by reference.
The Reporting Person beneficially owns 97,037 shares of the Issuer's Common Stock, which includes: (i) 24,788 shares of Class B Common Stock, which are convertible into shares of Common Stock on a one-for-one basis at the option of the holder at any time, held by the George G. Beasley Trust f/b/o Barbara Caroline Beasley u/a/d 12/9/08, of which the Reporting Person is the trustee; (ii) 27,664 shares of Class B Common Stock held by the Barbara Caroline Beasley Revocable Trust, dated April 14, 1998, as amended, of which the Reporting Person is the trustee; (iii) 6,134 shares of Class B Common Stock held of record by the George G. Beasley Trust f/b/o Barbara Caroline Beasley u/a/d 6/2/21; (iv) 38,355 shares of Common Stock held of record by the Reporting Person; and (v) 96 shares of Common Stock held of record by the George G. Beasley Trust f/b/o Barbara Caroline Beasley u/a/d 6/2/21.
The ownership percentage set forth herein is based on 1,042,600 shares of Common Stock outstanding which includes (i) 984,014 shares of Common Stock outstanding as disclosed by the Issuer and (ii) 58,586 shares of Common Stock assuming the conversion on a one-for-one basis of each share of Class B Common Stock of the Issuer held by the Reporting Person.
The amount of shares reported herein reflects a 1-for-20 reverse stock split that occurred on September 23, 2024. | |
| (b) | The information contained on the cover page to this Schedule 13D is incorporated herein by reference. | |
| (c) | During the past 60 days, on June 30, 2026, the Reporting Person acquired 5,000 shares of Common Stock upon the vesting of restricted stock units. Subsequently, 1,217 shares of Common Stock were withheld for taxes. Other than as described in this Item 5(c), the Reporting Person has not effected any transactions in the Common Stock in the last 60 days. | |
| (d) | None. | |
| (e) | Not Applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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