SEC Info - Thomas H Lee Partners LP, et al. - ‘4’ for 5/1/19 re: iHeartMedia, Inc.

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

THOMAS H. LEE ADVISORS, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
iHeartMedia, Inc. [ IHRT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
5/1/19

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock, par value $0.001 per share	5/1/19		A ⁽¹⁾ ⁽³⁾		294,458.5 ⁽⁴⁾	A	⁽³⁾	294,458.5 ⁽⁴⁾	I	See footnotes ⁽⁷⁾ ⁽⁸⁾

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)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock, $0.001 par value per share	⁽⁹⁾	5/1/19		D ⁽¹⁾ ⁽²⁾			277,778 ⁽²⁾ ⁽⁵⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	277,778	⁽²⁾	0	I	See footnote ⁽⁷⁾
Class C Common Stock, $0.001 par value per share	⁽⁹⁾	5/1/19		D ⁽¹⁾ ⁽²⁾			29,483,751 ⁽²⁾ ⁽⁶⁾	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	29,483,751	⁽²⁾	0	I	See footnote ⁽⁸⁾
Warrants	$0.001	5/1/19		A ⁽¹⁾ ⁽³⁾		103,142 ⁽³⁾ ⁽¹⁰⁾		⁽¹¹⁾	⁽¹¹⁾	Class A Common Stock or Class B Common Stock	103,142	⁽³⁾	102,642	I	See footnotes ⁽⁷⁾ ⁽⁸⁾

1. Name and Address of Reporting Person^*

THOMAS H. LEE ADVISORS, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Advisors VI, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas H. Lee Equity Fund VI, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas H. Lee Parallel Fund VI, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thomas H. Lee Parallel (DT) Fund VI, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Coinvestment Partners, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Operating Partners, L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL HOLDCO, LLC

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THOMAS H LEE PARTNERS LP

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

THL Equity Fund VI Investors (Clear Channel), L.P.

(Last)

(First)

(Middle)

C/O THOMAS H. LEE PARTNERS, L.P.

100 FEDERAL STREET, 35TH FLOOR

(Street)

BOSTON

02110

(City)

(State)

(Zip)

Explanation of Responses:

(1) See Exhibit 99.1 for text of footnote (1).

(2) See Exhibit 99.1 for text of footnote (2).

(3) See Exhibit 99.1 for text of footnote (3).

(4) See Exhibit 99.1 for text of footnote (4).

(5) See Exhibit 99.1 for text of footnote (5).

(6) See Exhibit 99.1 for text of footnote (6).

(7) See Exhibit 99.1 for text of footnote (7).

(8) See Exhibit 99.1 for text of footnote (8).

(9) See Exhibit 99.1 for text of footnote (9).

(10) See Exhibit 99.1 for text of footnote (10).

(11) See Exhibit 99.1 for text of footnote (11).

Remarks:

Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of two Form 4s filed relating to the same event. The Form 4 has been split into two filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons.

	Thomas H. Lee Advisors, LLC By: THL Holdco, LLC, its managing member By: /s/ Charles P. Holden Title: Managing Director	5/3/19
	** Signature of Reporting Person	Date
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).
** 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 is insufficient, see Instruction 6 for procedure.
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 Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Thomas H Lee Partners LP, et al. – ‘4’ for 5/1/19 re: iHeartMedia, Inc.

On: Friday, 5/3/19, at 7:06pm ET · For: 5/1/19 · Accession #: 1567619-19-9773 · File #: 0-53354

Previous ‘4’: ‘4’ on 4/5/19 for 4/3/19 · Next: ‘4’ on 5/28/19 for 5/23/19 · Latest: ‘4’ on 3/13/24 for 3/11/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — form4.xml/3.6

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Thomas H Lee Partners LP, et al. – ‘4’ for 5/1/19 re: iHeartMedia, Inc.

On: Friday, 5/3/19, at 7:06pm ET · For: 5/1/19 · Accession #: 1567619-19-9773 · File #: 0-53354

Previous ‘4’: ‘4’ on 4/5/19 for 4/3/19 · Next: ‘4’ on 5/28/19 for 5/23/19 · Latest: ‘4’ on 3/13/24 for 3/11/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

‘4’ — Statement of Changes in Beneficial Ownership of Securities by an Insider — form4.xml/3.6

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents