Stuart W. Epperson - Dec 31, 2022 Form 5 Insider Report for SALEM MEDIA GROUP, INC. /DE/ (SALM)

Role: 10%+ Owner
Signature: /s/Christopher J. Henderson, Attorney-in-fact for Stuart W. Epperson pursuant to a continuing Power of Attorney
Stock symbol: SALM
Transactions as of: Dec 31, 2022
Transactions value $: $0
Form type: 5
Date filed: 2/14/2023, 02:39 PM
Previous filing: Feb 14, 2022

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	SALM	Class B Common Stock	Gift	$0	-2.78M	-100%	$0.00^*	0	May 3, 2022	Class A Common Stock	2.78M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Each share of Class B Common Stock is convertible into one of share of Class A Common Stock at any time, at the holder's election and upon the occurrence of other events set forth in the Issuer's Amended and Restated Certificate of Incorporation.
F2	On May 3, 2022, Stuart W. Epperson transferred 2,776,848 shares of Class B Common Stock to an irrevocable trust for the benefit of his descendants. Stuart W. Epperson has not retained any voting or dispositive power over such gifted shares. This was a bona fide gift with no payment in consideration.