Federal Communications Commission
Washington, D.C. 20554
Approved by OMB
3060-0010 (June 2002)
FCC 323
FOR FCC USE ONLY
 
OWNERSHIP REPORT FOR COMMERCIAL BROADCAST STATIONS

Read INSTRUCTIONS Before Filling Out Form

FOR COMMISSION USE ONLY
FILE NO.

1095627 -
Section I - General Information
1. Legal Name of the Applicant 

Mailing Address

City
State or Country (if foreign address)
ZIP Code
-
Telephone Number (include area code)
E-Mail Address (if available) 
FCC Registration Number:

Call Sign 
Facility ID Number 
21201
2. Contact Representative (if other than Licensee/Permittee)

Firm or Company Name

Telephone Number (include area code)

E-Mail Address (if available)

3. Name of entity, if other than licensee or permittee, for which report is filed

Mailing Address


City
State or Country (if foreign address)
ZIP Code
-
Telephone Number (include area code)
E-Mail Address (if available)
4. If this application has been submitted without a fee, indicate reason for fee exemption (see 47 C.F.R. Section 1.1114):
Governmental Entity Fee-exempt Report Other
N/A (Fee Required)



Section II - Ownership Information

5.

a. Biennial b. Transfer of Control or Assignment of License/Permit c. Other
d. Amendment to pending application


for the following stations:

[Enter Station Information]


Station List


This Report is filed for the following stations:

Call Letters
Facility ID Number
Location (City/State)
Class of service
12/01/2005


Call Letters
Facility ID Number
Location (City/State)
Class of service


Call Letters
Facility ID Number
Location (City/State)
Class of service


Call Letters
Facility ID Number
Location (City/State)
Class of service


Call Letters
Facility ID Number
Location (City/State)
Class of service


Call Letters
Facility ID Number
Location (City/State)
Class of service



All of the information furnished in this Report is accurate as of (Date must comply with 47 C.F.R. Section 73.3615(a), i.e., information must be current within 60 days of filing of this report, when 5(a) below is checked.)

This Report is filed for (check one)
6.
Respondent is:
Sole proprietorship Not-for-profit corporation Limited partnership
For-profit corporation General partnership Other
If "Other", describe nature of the respondent in an Exhibit.
[Exhibit 1]
7.
List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613.   (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Contract/Instrument Information]


Contracts/Instruments Information


List all contracts and other instruments required to be filed by 47 C.F.R. Section 73.3613. (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject shall respond.)

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration
Y

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration

Description of contract or instrument Name of person or organization with whom contract is made Date of Execution Date of Expiration


8. Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise exercises de facto control over the subject licensee or permittee shall respond.)

[Enter Capitalization Information]


Capitalization


Capitalization (Only licensees, permittees, or a reporting entity with a majority interest in or that otherwise excercises de facto control over the subject licensee or permittee shall respond.)

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68506

CERTIFICATE OF FORMATION
NEWRADIO GROUP, LLC

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68507

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT
NEWGRADIO GROUP,LLC

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68508

INVESTMENT AND LOAN AGREEMENT
NEWRADIO GROUP,LLC AND RAVEN BROADCASTING CORP. ALTA ENTITIES, HARBOURVEST PARTNERS VI-DIRECT FUND, LP, QUASS COMMUNICATIONS, LLC

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68509

MANAGEMENT EQUITY AGREEMENT
NEWRADIO GROUP, LLC, QUASS COMMUNICAITONS, LLC AND MARY QUASS

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68510

SUBSCRIPTION AGREEMENT
NEWRADIO GROUP, LLC AND QUASS COMMUNICATIONS, LLC

Class of stock (preferred, common or other)
Voting or Non-voting
Number of Shares
Authorized
Issued and Outstanding
Treasury
Unissued
68511

FIRST AMENDMENT TO THE INVESTMENT AND LOAN AGREEMENT
NEWRADIO GROUP, LLC, RAVEN BROADCASTING CORP., ALTA COMMUNICATIONS VIII, L.P., ALTA COMMUNICATIONS VIII-B, L.P., ALTA-COMM VIII S BY S, LLC, ALTA VIII ASSOCIATES, LLC, HARBOURVEST PARTNERS VI-DIRECT FUND L.P., QUASS COMMUNICATIONS L.L.C. AND MARY QUASS


9.
(a.) List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
[Enter Owner Information]

Owner Information

List the respondent, and, if other than a natural person, its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. If a corporation or partnership holds an attributable interest in the respondent, list separately its officers, directors, stockholders and other entities with attributable interests, non-insulated partners and/or members. Create a separate row for each individual or entity. Attach supplemental pages, if necessary.
(Read carefully - The numbered items below refer to line numbers in the following table.)
1. Name and address of respondent and each party to the respondent holding an attributable interest (if other than individual also show name, address and citizenship of natural person authorized to vote the stock or holding the attributable interest). List the respondent first, officers next, then directors and, thereafter, remaining stockholders and other entities with attributable interests, and partners.
2. Gender (male or female).
3. Ethnicity (check one).
4. Race (select one or more).
5. Citizenship.
6. Positional interest: Officer, director, general partner, limited partner, LLC member, investor/creditor attributable under the Commission's equity/debt plus standard, etc.
7. Percentage of votes.
8. Percentage of total assets (equity debt plus).

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship 1095627
6. Positional Interest 25365
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)

1. Name and Address
2. Gender (male or female)
3. Ethnicity (check one) Hispanic or Latino
Not Hispanic or Latino
4. Race (select one or more) American Indian or Alaska Native
Asian
Black or African American
Native Hawaiian or Other Pacific Islander
White
5. Citizenship
6. Positional Interest
7. Percentage of votes
8. Percentage of total assets (equity debt plus)


(b) Respondent certifies that equity and financial interests not set forth in response to Question 9(a) are non-attributable. Yes No

N/A

See Explanation in
[Exhibit 2]

(c) Is the respondent or any party holding an attributable interest in the respondent also the holder of an attributable interest in any other broadcast station or in any cable or newspaper entities in the same market or with overlapping signals in the same broadcast service, as described in 47 C.F.R. Sections 73.3555 and 76.501? Yes No
If "Yes", submit an Exhibit identifying the holder of that other attributable interest, listing the call signs, locations and facilities identifiers of such other broadcast stations, and describing the nature and size of the ownership interest and the positions held in the other broadcast, cable or newspaper entities. [Exhibit 3]
(d) Are any of the individuals listed in response to Question 9(a) related as parent-child, husband-wife, brothers and sisters?

Yes No

 

If "Yes", submit an Exhibit setting forth full information as to the family relationship

[Exhibit 4]

(e) Is respondent seeking an attribution exemption for any officer or director with duties unrelated to the licensee or permittee?

If "Yes", submit an Exhibit identifying that individual by name and title, fully describing that individual's duties and responsibilities, and explaining why that individual should not be attributed an interest.

Yes No

[Exhibit 5]



SECTION III - CERTIFICATION


I certify that I am

(Official Title)


of

(Exact legal title or name of respondent)


and that I have examined this Report and that to the best of my knowledge and belief, all statements in this Report are true, correct and complete.

(Date of certification must be within 60 days of the date shown in Question 5, Section II and in no event prior to that date.)

Signature
Date
Telephone Number of Respondent (Include area code)

WILLFUL FALSE STATEMENTS ON THIS FORM ARE PUNISHABLE BY FINE AND/OR IMPRISONMENT (U.S. CODE, TITLE 18, SECTION 1001), AND/OR REVOCATION OF ANY STATION LICENSE OR CONSTRUCTION PERMIT (U.S. CODE, TITLE 47, SECTION 312(a)(1)), AND/OR FORFEITURE (U.S. CODE, TITLE 47, SECTION 503).



Exhibits
Exhibit 3
Description:
EXHIBIT 2

THE MEMBERS OF NEWRADIO GROUP, LLC ARE QUASS COMMUNICATIONS L.L.C., ALTA NRG HOLDINGS, INC., TAMI GILLMORE, LINDSAY WOOD DAVIS, AND CERTAIN INSULATED MEMBERS. THE INFORMATION PROVIDED INDICATES THAT ALTA NRG HOLDINGS, INC., QUASS COMMUNICATIONS, L.L.C. AND CERTAIN INSULATED MEMBERS HOLD 61.91%, 1.81% AND 36.28%, OF THE EQUITY INTERESTS OF NEWRADIO GROUP L.L.C., RESPECTIVELY. THOSE FIGURES REPRESENT PREFERRED EQUITY MEMBERSHIP INTERESTS HELD BY SUCH MEMBERS AND REFLECT THE EQUITY CAPITAL CONTRIBUTIONS OF THE MEMBERS. THE PREFERRED EQUITY INTERESTS ARE NON-VOTING, HOWEVER, THE PREFERRED EQUITY INTERESTS HELD BY ALTA NRG HOLDINGS, INC GIVE IT THE RIGHT TO APPOINT TWO OF THE THREE MEMBERS TO THE BOARD OF DIRECTORS OF NEWRADIO GROUP, LLC. THE BOARD OF DIRECTORS HAS THE POWER TO CONTROL NEWRADIO GROUP, LLC.

TAMI GILLMORE, LINDSAY WOOD DAVIS ALSO HAVE COMMON EQUITY MEMBERSHIP INTERESTS IN NEWRADIO GROUP, LLC. THE COMMON EQUITY MEMBERSHIP INTERESTS HELD BY TAMI GILLMORE AND LINDSAY WOOD DAVIS GIVE THEM AN ECONOMIC INTEREST IN NEWRADIO GROUP, LLC BUT NO VOTING POWER.

BOTH ROBERT EMMERT AND ANDREW T. MULDERRY WERE APPOINTED DIRECTORS BY ALTA NGR HOLDINGS, INC.

Attachment 3