Edgar Filing: Clear Channel Outdoor Holdings, Inc.

Ownership Submission

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

iHeartMedia, Inc.

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)

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

(Last)

(First)

(Middle)

200 EAST BASSE ROAD

3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014

(Street)

SAN ANTONIO, TX 78209

4. If Amendment, Date 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

(City)

(State)

(Zip)

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	12/15/2014		P		11,644 ⁽¹⁾	A	$ 9.75	1,565,615	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		1,105,187 ⁽¹⁾	A	$ 9.75	2,670,802	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		231,200 ⁽¹⁾	A	$ 9.75	2,902,002	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		75,333 ⁽¹⁾	A	$ 9.75	2,977,335	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		19,190 ⁽¹⁾	A	$ 9.75	2,996,525	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		112,072 ⁽¹⁾	A	$ 9.75	3,108,597	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		2,005,315 ⁽¹⁾	A	$ 9.75	5,113,912	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		27,712 ⁽¹⁾	A	$ 9.75	5,141,624	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		997,684 ⁽¹⁾	A	$ 9.75	6,139,308	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		246,377 ⁽¹⁾	A	$ 9.75	6,385,685	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		54,637 ⁽¹⁾	A	$ 9.75	6,440,322	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		4,226 ⁽¹⁾	A	$ 9.75	6,444,548	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		100,852 ⁽¹⁾	A	$ 9.75	6,545,400	I	See footnote. ⁽¹⁾
Class A Common Stock	12/15/2014		P		8,571 ⁽¹⁾	A	$ 9.75	6,553,971	I	See footnote. ⁽¹⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
iHeartMedia, Inc. 200 EAST BASSE ROAD SAN ANTONIO, TX 78209		X
iHeartMedia Capital I, LLC 200 EAST BASSE ROAD SAN ANTONIO, TX 78209		X
Clear Channel Capital II, LLC 200 EAST BASSE ROAD SAN ANTONIO, TX 78209		X
iHeartCommunications, Inc. 200 EAST BASSE ROAD SAN ANTONIO, TX 78209		X
Clear Channel Holdings, Inc. 200 EAST BASSE ROAD SAN ANTONIO, TX 78209		X

Signatures

/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia, Inc.		12/15/2014
^**Signature of Reporting Person		Date
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia Capital II, LLC		12/15/2014
^**Signature of Reporting Person		Date
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia Capital I, LLC		12/15/2014
^**Signature of Reporting Person		Date
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartCommunications, Inc.		12/15/2014
^**Signature of Reporting Person		Date
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of Clear Channel Holdings, Inc.		12/15/2014
^**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)	The Reporting Persons are indirect beneficial owners of the reported securities. These shares of Class A Common Stock of the Issuer are directly owned by CC Finco, LLC, which is a direct wholly owned subsidiary of Clear Channel Holdings, Inc., which is a direct wholly owned subsidiary of iHeartCommunications, Inc., which is a direct wholly owned subsidiary of iHeartMedia Capital I, LLC, which is a direct wholly owned subsidiary of iHeartMedia Capital II, LLC, which is a direct wholly owned subsidiary of iHeartMedia, Inc. In addition, as previously reported on Form 3 filings, Clear Channel Holdings, Inc. directly owns 315,000,000 shares of Class B Common Stock of the Issuer, each of which is convertible at any time into one share of the Class A Common Stock, subject to certain limited exceptions.

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