Form SCHEDULE 13G BEASLEY BROADCAST GROUP Filed by: Turning Rock Capital Partners, LP
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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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) |
04/08/2026 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
| Rule 13d-1(b) |
| Rule 13d-1(c) |
| Rule 13d-1(d) |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Turning Rock Capital Partners, LP | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
DELAWARE
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
72,557.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Turning Rock Capital, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
72,557.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IA |
SCHEDULE 13G
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| CUSIP No. |
| 1 | Names of Reporting Persons
Charles McDulin | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b) | ||||||||
| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
72,557.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
| ||||||||
| 11 | Percent of class represented by amount in row (9)
7.5 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
BEASLEY BROADCAST GROUP INC | |
| (b) | Address of issuer's principal executive offices:
3033 RIVIERA DRIVE, SUITE 200, NAPLES, FLORIDA, 34103. | |
| Item 2. | ||
| (a) | Name of person filing:
This statement is filed by Turning Rock Capital Partners, LP, a Delaware limited partnership (Turning Rock), Turning Rock Capital, LLC, a Florida limited liability company (TRC), and Charles McDulin. Each of the foregoing is referred to as a "Reporting Person" and collectively as the "Reporting Persons." TRC is the investment manager of Turning Rock ). Mr. McDulin serves as the managing member of TRC. By virtue of these relationships, TRC and Mr. McDulin may be deemed to beneficially own the Class A Common Stock, par value $.001 per share (the Shares), of Beasley Broadcast Group Inc. (the Issuer), owned by each of Turning Rock, TRC, and Mr. McDulin. | |
| (b) | Address or principal business office or, if none, residence:
The principal business address of each of Turning Rock, TRC, and Mr. McDulin is 6818 Stonesthrow Cir N #12201 Saint Petersburg, FL 33710. ? | |
| (c) | Citizenship:
Turning Rock is organized under the laws of the State of Delaware. TRC is organized under the laws of the State of Florida. Mr. McDulin is a citizen of the United States of America. | |
| (d) | Title of class of securities:
Class A Common Stock, par value $.001 per share | |
| (e) | CUSIP No.:
| |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o); | |
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c); | |
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c); | |
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8); | |
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E); | |
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F); | |
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G); | |
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K). | |
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
As of the close of business on April 8, 2026:
(i) Turning Rock beneficially owned 72,557 Shares;
(ii) TRC beneficially owned 72,557 Shares; consisting of (a) the 72,557 Shares owned directly by Turning Rock, which TRC may be deemed to be beneficially owned by TRC as the investment manager of Turning Rock, and;
(iii) Mr. McDulin beneficially owned 72,557 Shares, consisting of (a) 72,557 Shares owned directly by Turning Rock, which TRC may be deemed to beneficially own as the investment manager of Turning Rock, and in which Mr. McDulin may be deemed to beneficially own as the manager of TRC.
Each Reporting Person is a member of a "group" with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended, and such group may be deemed to beneficially own the 72,557 Shares beneficially owned in the aggregate by all the Reporting Persons, constituting approximately 7.5% of the outstanding Shares. Each Reporting Person disclaims beneficial ownership of the Shares that he or it does not directly own. | |
| (b) | Percent of class:
The aggregate percentage of the Shares reported owned by each person named herein is based upon 973,170 Shares outstanding as of April 1, 2026, which is the total number of Shares outstanding as reported in the Issuer's Form 10-K filed with the Securities and Exchange Commission on April 8, 2026.
As of the close of business on April 8, 2026:
(i) Turning Rock beneficially owned approximately 7.5% of the outstanding Shares;
(ii) TRC beneficially owned approximately 7.5% of the outstanding Shares; and
(iv) Mr. McDulin beneficially owned approximately 7.5% of the outstanding Shares. %
| |
| (c) | Number of shares as to which the person has:
| |
| (i) Sole power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (ii) Shared power to vote or to direct the vote:
See Cover Pages Items 5-9. | ||
| (iii) Sole power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| (iv) Shared power to dispose or to direct the disposition of:
See Cover Pages Items 5-9. | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
| ||
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
Not Applicable
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| Item 8. | Identification and Classification of Members of the Group. | |
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(K), so indicate under Item 3(k) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Exhibit 99.1. | ||
| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.
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| 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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ATTACHMENTS / EXHIBITS
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