UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 3)¹

Clear Channel Outdoor Holdings, Inc.

(Name of Issuer)

Common Stock, $0.01 par value per share

(Title of Class of Securities)

18453H106

(CUSIP Number)

CHRISTOPHER S. KIPER

LEGION PARTNERS ASSET MANAGEMENT, LLC

12121 Wilshire Blvd, Suite 1240

Los Angeles, California 90025

(424) 253-1773

RYAN NEBEL

OLSHAN FROME WOLOSKY LLP

1325 Avenue of the Americas

New York, New York 10019

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

December 4, 2024

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.

1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

* Includes 92,245 Shares underlying certain RSUs (as defined below) that will vest within 60 days of the date hereof.

* Includes 92,245 Shares underlying certain RSUs that will vest within 60 days of the date hereof.

* Includes 92,245 Shares underlying certain RSUs that will vest within 60 days of the date hereof.

* Includes 92,245 Shares underlying certain RSUs that will vest within 60 days of the date hereof.

The following constitutes Amendment No. 3 to the Schedule 13D filed by the undersigned (“Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended and restated to read as follows:

The securities of the Issuer purchased by each of Legion Partners I, Legion Partners II, Legion Partners Special XVI and Legion Partners Holdings were purchased with working capital.

The aggregate purchase price of the 21,869,019 Shares owned directly by Legion Partners I is approximately $41,997,307, including brokerage commissions. The aggregate purchase price of the 1,943,844 Shares owned directly by Legion Partners II is approximately $2,795,771, including brokerage commissions. The aggregate purchase price of the 2,122,933 Shares owned directly by Legion Partners Special XVI is approximately $4,669,146, including brokerage commissions. The aggregate purchase price of the 900 Shares owned directly by Legion Partners Holdings is approximately $2,004, including brokerage commissions.

In connection with the appointment of Raymond T. White to the Board of Directors of the Issuer (the “Board”), as further described in Amendment No. 1 to the Schedule 13D, Mr. White has been awarded certain restricted stock units (“RSUs”) in connection with his service as a director of the Issuer, including (i) 80,213 RSUs awarded on February 15, 2024 which vest on January 1, 2025 (within 60 days of the date hereof), and (ii) 48,128 RSUs awarded on February 15, 2024 which vest in four equal installments on April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025, of which 36,096 RSUs have vested and were automatically settled in Shares and 12,032 RSUs that vest within 60 days of the date hereof.

Because Mr. White serves on the Board as a representative of Legion Partners Asset Management and the Reporting Persons, he does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position. As a result, when the Issuer delivered such RSUs to Mr. White, Legion Partners Asset Management was entitled to receive all of the economic interests in securities granted to Mr. White by the Issuer in respect of Mr. White’s Board position, for no consideration.

Item 4 is hereby amended to add the following:

On December 4, 2024, the Reporting Persons and the Issuer entered into an amendment (the “Amendment”) to the Cooperation Agreement (as defined and described in Amendment No. 1 to the Schedule 13D). Pursuant to the terms of the Amendment, the Issuer agreed that Raymond T. White will be included in the Issuer’s slate of nominees for the election of directors at the Issuer’s 2025 annual meeting of stockholders (the “2025 Annual Meeting”), and the Board will recommend that the Issuer’s stockholders vote in favor of Mr. White’s election at the 2025 Annual Meeting. Additionally, the Amendment extends the term of the Cooperation Agreement until the earlier of (x) 30 days prior to the director nomination deadline for the Issuer’s 2026 annual meeting of stockholders and (y) the date that is 120 days prior to the first anniversary of the 2025 Annual Meeting. The foregoing description of the Amendment does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Items 5(a) – (c) are hereby amended and restated to read as follows:

The aggregate percentage of Shares reported owned by each person named herein is based upon 489,078,425 Shares outstanding as of October 28, 2024, as reported in the Issuer’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on October 31, 2024.

Percentage: Approximately 4.5%

Percentage: Less than 1%

Percentage: Less than 1%

Percentage: Approximately 5.3%

Percentage: Approximately 5.3%

Percentage: Approximately 5.3%

Percentage: Approximately 5.3%

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he or it does not directly own.

Item 6 is hereby amended to add the following:

On December 4, 2024, the Reporting Persons and the Issuer entered into the Amendment as described in Item 4 above, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The disclosure in Item 3 relating to the RSUs is incorporated herein by reference.

Item 7 is hereby amended to add the following exhibit:

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: December 4, 2024