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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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OMB APPROVAL
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| Estimated average burden hours per response... | 0.5 |
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(Print or Type Responses)
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1. Name and Address of Reporting Person *
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| iHeartMedia, Inc. |
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2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [CCO]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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_____ Director
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__X__ 10% Owner
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_____ Officer (give title below)
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_____ Other (specify below)
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20880 STONE OAK PARKWAY |
3. Date of Earliest Transaction (Month/Day/Year)
04/30/2019 |
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SAN ANTONIO, TX 78258 |
4. If Amendment, Date Original Filed
(Month/Day/Year)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Transaction Date (Month/Day/Year)
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
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7. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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| Class A Common Stock | 04/30/2019 |
| C (1) |
| 315,000,000 | A |
$
0
| 325,726,917 | I (2) | See Footnote (2) |
| Class A Common Stock | 05/01/2019 |
| J (3) (4) |
| 294,457,155 | D |
$
0
| 31,269,762 | I (2) | See Footnote (2) |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |
| 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. | SEC 1474 (9-02) |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date (Month/Day/Year)
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year)
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7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
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11. Nature of Indirect Beneficial Ownership
(Instr. 4)
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Code
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V
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(A)
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(D)
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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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| Class B Common Stock | (6) | 04/30/2019 |
| C (1) |
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| 315,000,000 |
(5) |
(5) | Class A Common Stock | 315,000,000 |
$
0
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0
| D |
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Reporting Owners
| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
iHeartMedia, Inc.
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258 |
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X
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iHeartMedia Capital I, LLC
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258 |
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X
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iHeartMedia Capital II, LLC
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258 |
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X
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iHeartCommunications, Inc.
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258 |
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X
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Signatures
| /s/ Paul M. McNicol, Executive Vice President of iHeartMedia, Inc. | |
05/02/2019 |
| **Signature of Reporting Person | Date |
| /s/ Paul M. McNicol, Executive Vice President of iHeartMedia Capital II, LLC | |
05/02/2019 |
| **Signature of Reporting Person | Date |
| /s/ Paul M. McNicol, Executive Vice President of iHeartMedia Capital I, LLC | |
05/02/2019 |
| **Signature of Reporting Person | Date |
| /s/ Paul M. McNicol, Executive Vice President of iHeartCommunications, Inc. | |
05/02/2019 |
| **Signature of Reporting Person | Date |
Explanation of Responses:
| * | 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). |
| (1) | On April 29, 2019, Clear Channel Holdings, Inc. ("CCH"), a direct subsidiary of iHeartCommunications, Inc. ("iHeartCommunications") converted all of the shares of Class B common stock of the Issuer it held into shares of Class A common stock of the Issuer. The Class B shares converted into Class A shares on a one-for-one basis. |
| (2) | iHeartCommunications, iHeartCommunications' direct parent, iHeartMedia Capital I, LLC ("Capital I"), Capital I's direct parent, iHeartMedia Capital II, LLC ("Capital II"), and Capital II's direct parent, iHeartMedia, Inc., indirectly held the shares directly held by CCH. |
| (3) | On May 1, 2019 (the "Effective Date"), the Issuer merged with and into CCH, with CCH surviving the merger and changing its name to Clear Channel Outdoor Holdings, Inc. ("New CCOH"), and the Class A common stock of the Issuer converted to common stock of New CCOH (the "Common Stock") in the merger. New CCOH is the successor to the Issuer pursuant to Rule 12g-3 under the Securities Exchange Act of 1934, as amended. |
| (4) | On the Effective Date, following the Merger, the Common Stock held by iHeartCommunications was transferred by iHeartCommunications to certain holders of claims in the Chapter 11 bankruptcy cases of iHeartMedia, Inc. pursuant to the plan of reorganization, other than 31,269,762 shares retained by iHeartCommunications to be distributed to two affiliated claimholders pursuant to two warrants issued by iHeartCommunications which shall automatically be deemed exercised when the claimholders receive approval under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended, to acquire such shares. Each warrant is exercisable for $1.00 in the aggregate with respect to all shares subject to the warrant. |
| (5) | Each share of Class B Common Stock of the Issuer is convertible at any time into one share of Class A Common Stock, subject to certain limited exceptions |
| (6) | Any conversions are effected on a one-for-one basis. |
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Potential persons 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.
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