4: Statement of changes in beneficial ownership of securities
Published on May 11, 2017
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIPFiled 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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/10/2017 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| 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) | |||
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| Code | V | Amount | (A) or (D) | Price | ||||||
| 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) | ||||
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Stock Option (Right to Buy) | $7.65 | 05/10/2017 | D(1) | 11,776 | (2) | 08/24/2017 | Class A Common Stock | 11,776 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $7.65 | 05/10/2017 | A(1) | 11,776 | 05/26/2017 | 12/17/2023 | Class A Common Stock | 11,776 | $0.00 | 11,776 | D | ||||
| Stock Option (Right to Buy) | $4.93 | 05/10/2017 | D(1) | 16,493 | (3) | 08/24/2017 | Class A Common Stock | 16,493 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $4.93 | 05/10/2017 | A(1) | 16,493 | 05/26/2017 | 08/19/2024 | Class A Common Stock | 16,493 | $0.00 | 16,493 | D | ||||
| Stock Option (Right to Buy) | $7.53 | 05/10/2017 | D(1) | 15,868 | (4) | 08/24/2017 | Class A Common Stock | 15,868 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $7.53 | 05/10/2017 | A(1) | 15,868 | 05/26/2017 | 06/24/2025 | Class A Common Stock | 15,868 | $0.00 | 15,868 | D | ||||
| Stock Option (Right to Buy) | $6.47 | 05/10/2017 | D(1) | 10,000 | (5) | 08/24/2017 | Class A Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $6.47 | 05/10/2017 | A(1) | 10,000 | 05/26/2017 | 05/16/2021 | Class A Common Stock | 10,000 | $0.00 | 10,000 | D | ||||
| Stock Option (Right to Buy) | $5.75 | 05/10/2017 | D(1) | 10,000 | (6) | 08/24/2017 | Class A Common Stock | 10,000 | $0.00 | 0 | D | ||||
| Stock Option (Right to Buy) | $5.75 | 05/10/2017 | A(1) | 10,000 | 05/26/2017 | 03/29/2022 | Class A Common Stock | 10,000 | $0.00 | 10,000 | D | ||||
| Explanation of Responses: |
| 1. The reported transactions involve the amendment of five outstanding option grants, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The reporting person's term as a director will expire on May 26, 2017. The amendments extended the post-service exercise period from 90 days after termination of service as a director (August 24, 2017) to the remainder of each option's original 10-year term, and accelerated the vesting of all unvested option grants. |
| 2. Of these options, 8,832 were vested as of the date of this report and 2,944 were scheduled to vest on December 13, 2017. |
| 3. Of these options, 12,369 were vested as of the date of this report and 4,124 were scheduled to vest on April 4, 2018. |
| 4. Of these options, 3,967 were vested as of the date of this report and 3,967 were scheduled to vest on each of June 24, 2017, June 24, 2018 and June 24, 2019. |
| 5. These options were vested. |
| 6. These options were vested. |
| Remarks: |
| /s/ Lauren E. Dean, as Attorney-in-Fact for Christopher Temple | 05/11/2017 | |
| ** 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.