SEC Info - Wells Scott - ‘4’ for 3/31/23 re: Clear Channel Outdoor Holdings, Inc.

FORM 4

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

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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1. Name and Address of Reporting Person ^*

WELLS SCOTT

2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [CCO]

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

__X__ Director

_____ 10% Owner

__X__ Officer (give title below)

_____ Other (specify below)

Chief Executive Officer

(Last)

(First)

(Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 4830 NORTH LOOP 1604W, SUITE 111

3. Date of Earliest Transaction (Month/Day/Year)
3/31/23

(Street)

SAN ANTONIO, TX 78249

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

6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Rule 10b5-1(c) Transaction Indication
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)

Code

Amount

(A) or (D)

Price

Common Stock

3/31/23

194,175

⁽¹⁾

2,073,564

Common Stock

3/31/23

38,644 ⁽²⁾

$1.2

2,034,920

Common Stock

40,000

See Footnote ⁽³⁾

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)

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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽⁴⁾

3/31/23

194,175

⁽⁵⁾

Common Stock

194,175

$ 0

Reporting Owners

Reporting Owner Name / Address

Relationships

Director

10% Owner

Officer

Other

WELLS SCOTT
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
4830 NORTH LOOP 1604W, SUITE 111
SAN ANTONIO, TX 78249

Chief Executive Officer

Signatures

/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott Wells

4/4/23

^**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)

Represents restricted stock units that converted into common stock upon vesting. These restricted stock units were previously reported on Table II.

(2)

Represents the number of shares withheld by Clear Channel Outdoor Holdings, Inc. to cover tax withholding obligations in connection with the vesting of restricted stock units.

(3)

These shares are held by the Wells 2013 Irrevocable Trust U/A 5/6/13 Scott R Wells and Gary Smith Trustees for the Benefit of Evelyn G Wells, and the Wells 2013 Irrevocable Trust U/A 5/6/13 Scott R Wells and Gary Smith Trustees for the Benefit of Charles R Wells.

(4)

Restricted stock unit award, once vested, could be settled in shares of common stock, or in cash equal to the fair market value of the number of vested shares, at the election of the compensation committee of the board of directors.

(5)

On October 20, 2020, the reporting person was granted 582,524 restricted stock units, which vested in three equal installments on April 1, 2021, April 1, 2022 and April 1, 2023.

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.

____________ Transaction Codes:
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.
M	Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

Wells Scott – ‘4’ for 3/31/23 re: Clear Channel Outdoor Holdings, Inc.

On: Tuesday, 4/4/23, at 4:00pm ET · For: 3/31/23 · Accession #: 1209191-23-22635 · File #: 1-32663

Previous ‘4’: ‘4’ on 3/27/23 for 3/23/23 · Next: ‘4’ on 5/4/23 for 5/2/23 · Latest: ‘4’ on 5/17/24 for 5/15/24

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

Filing Table of Contents

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

Reporting Owners

Signatures

Explanation of Responses:

Wells Scott – ‘4’ for 3/31/23 re: Clear Channel Outdoor Holdings, Inc.

On: Tuesday, 4/4/23, at 4:00pm ET · For: 3/31/23 · Accession #: 1209191-23-22635 · File #: 1-32663

Previous ‘4’: ‘4’ on 3/27/23 for 3/23/23 · Next: ‘4’ on 5/4/23 for 5/2/23 · Latest: ‘4’ on 5/17/24 for 5/15/24

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

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

Reporting Owners

Signatures

Explanation of Responses:

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

Filing Table of Contents