Form: 4

Statement of changes in beneficial ownership of securities

February 5, 2020

SEC Form 4
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*
WELLS SCOTT
(Last) (First) (Middle)
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
4830 NORTH LOOP 1604W, SUITE 111
(Street)
SAN ANTONIO TX 78249
(City) (State) (Zip)
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 10% Owner
X Officer (give title below) Other (specify below)
EVP and CEO - Americas
3. Date of Earliest Transaction (Month/Day/Year)
02/03/2020
4. If Amendment, Date of 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
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 V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $6.85 02/03/2020 A 84,650(1)(2) 02/03/2020 03/03/2025 Common Stock 84,650(1) $0.00 338,600(2) D
Explanation of Responses:
1. On March 3, 2015, the reporting person was granted an option to purchase 338,600 shares of the common stock under the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan. Fifty percent of the award vests over time (the "Time Vesting Options") and fifty percent of the award has performance-based vesting (the "Performance Options"). On February 3, 2020, the performance criteria for half of the Performance Options was met, resulting in the vesting of 84,650 Performance Options.
2. The reported options were previously reported in the reporting person's Form 4, filed on March 3, 2015 and amended on September 23, 2015. Column 9 also includes 84,650 Performance Options that remain unearned and will vest, if at all, based on achievement of performance conditions, and 169,300 Time Vesting Options that have fully vested.
Remarks:
/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott Wells 02/05/2020
** 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.

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