FORM 5
|_| Check box if no longer subject to
Section 16. Form 4 or Form 5
obligations may continue.
See Instruction 1(b).
|_| Form 3 Holdings Reported
|X| Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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(f) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
John J. Brumfield
520 SW Sixth Avenue, Suite 750
Portland, OR 97204-1556
2. Issuer Name and Ticker or Trading Symbol
NBG Radio Network, Inc. "NSBD"
3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
4. Statement for Month/Year
November 30, 2002
5. If Amendment, Date of Original (Month/Year)
6. Relationship of Reporting Person(s) to Issuer (Check all
applicable)
/ / Director
/ X / Officer (give title below)
Chief Financial Officer and Secretary
-------------------------------------
/ / 10% Owner
/ / Other (specify below)
_____________________________
7. Individual or Joint/Group Filing (Check Applicable Line)
/ X / Form filed by One Reporting Person
/ / Form filed by More than One Report Person
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly. * If the form is filed by more than one reporting
person, see Instruction 4(b)(v).
FORM 5 (continued)
Table 1 - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
Common Stock
2. Transaction Date(s) (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 at End of Issuer's Fiscal Year
(Instr. 3 and 4)
258,664
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
D
7. Nature of Indirect Beneficial Ownership (Instr. 4)
FORM 5 (continued)
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)
i. Employee Stock Option to Purchase Common Stock
ii. Employee Stock Option to Purchase Common Stock
iii. Employee Stock Option to Purchase Common Stock
iv. Warrant to Purchase Common Stock
v. Employee Stock Option to Purchase Common Stock
vi. Employee Stock Option to Purchase Common Stock
2. Conversion or Exercise Price of Derivative Security
i. $0.11 per share
ii. $0.22 per share
iii. $0.65 per share
iv. $1.50 per share
v. $1.75 per share
vi. $.54 per share
3. Transaction Date (Month/Day/Year)
i. 09/17/02
ii. 08/05/02
iii. 04/11/02
iv.
v.
vi.
3A. Deemed Execution Date, if any (Month/Day/Year)
i.
ii.
iii.
iv.
v.
vi.
4. Transaction Code (Instr. 8)
i. A
ii. A
iii. A
iv.
v.
vi.
FORM 5 (continued)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
i. 2,500
ii. 2,500
iii. 30,000
iv.
v.
vi.
6. Date Exercisable and Expiration Date (Month/Day/Year)
i. Date Excercisable: 10/17/02
Expiration Date: 10/17/05
ii. Date Excercisable: 09/04/02
Expiration Date: 09/04/05
iii. Date Excercisable: 05/11/02
Expiration Date: 05/11/05
iv. Date Excercisable: 09/05/01
Expiration Date: 03/05/03
v. Date Excercisable: 06/01/01
Expiration Date: 03/10/06
vi. Date Excercisable: 07/31/98
Expiration Date: 06/12/03
7. Title and Amount of Underlying Securities (Instr. 3 and 4)
i. Title: Common Stock
Amount: 2,500 shares
ii. Title: Common Stock Amount: 2,500 shares
iii. Title: Common Stock Amount: 30,000 shares
iv. Title: Common Stock Amount: 22,559 shares
v. Title: Common Stock Amount: 400,000 shares
vi. Title: Common Stock Amount: 100,000 shares
8. Price of Derivative Security (Instr. 5)
i.
ii.
iii.
iv.
v.
vi.
FORM 5 (continued)
9. Number of Derivative Securities Beneficially Owned at End of
Year (Instr. 4)
i. 2,500
ii. 2,500
iii. 30,000
iv. 22,559
v. 400,000
vi. 100,000
10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
i. D
11. Nature of Indirect Beneficial Ownership (Instr. 4)
Explanation of Responses:
/s/ John A. Holmes 01/14/03
-------------------------------- --------
** Signature of Reporting Person Date
ATTORNEY-IN-FACT
**Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If
space provided is insufficient, see Instruction 6 for procedure.
Potential person(s) who are to respond to the collection of information
contained in this form are not required to respond unless the form displays a
currently valid OMB number.