- Initial Statement of Beneficial Ownership (3)
February 11 2011 - 12:17PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 2011
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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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1. Name and Address of Reporting Person
*
Chessare Stephen
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2. Date of Event Requiring Statement (MM/DD/YYYY)
2/1/2011
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3. Issuer Name
and
Ticker or Trading Symbol
WESTWOOD ONE INC /DE/ [WWON]
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(Last)
(First)
(Middle)
1166 AVENUE OF THE AMERICAS, 10TH FLOOR
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
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X
___ Officer (give title below)
_____ Other (specify below)
SVP, Sales /
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(Street)
NEW YORK, NY 10036
(City)
(State)
(Zip)
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5. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
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X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (right to buy)
(1)
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6/30/2009
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6/30/2018
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Common Stock
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500
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$248.00
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D
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Stock Option (right to buy)
(2)
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2/12/2011
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2/12/2020
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Common Stock
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40000
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$6.00
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D
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Explanation of Responses:
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(
1)
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Option to buy 500 shares of common stock of Westwood One, Inc. at $248.00/share that became/will become exercisable in one-third increments on June 30, 2009, 2010 and 2011. Such option was awarded under the Westwood One, Inc. 1999 Stock Incentive Plan. The foregoing amounts (500 shares and $248.00 exercise price) give effect to a 200 for 1 reverse stock split that occurred on August 3, 2009.
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(
2)
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Option to buy 40,000 shares of common stock of Westwood One, Inc. at $6.00/share that will become exercisable in one-third increments on February 12, 2011, 2012 and 2013. Such option was awarded under the Westwood One, Inc. 2010 Equity Compensation Plan which is an amendment and restatement of the Westwood One, Inc. 2005 Equity Compensation Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Chessare Stephen
1166 AVENUE OF THE AMERICAS
10TH FLOOR
NEW YORK, NY 10036
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SVP, Sales
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Signatures
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David Hillman, as attorney-in-fact for Stephen Chessare
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2/11/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 5(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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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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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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