SCHEDULE 13D/A: General Statement of Acquisition of Beneficial Ownership
Published on May 14, 2025
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Clear Channel Outdoor Holdings, Inc
(Name of Issuer) |
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Common Stock, $0.01 par value per share
(Title of Class of Securities) |
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18453H106
(CUSIP Number) |
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Arturo R. Moreno
c/o Moreno Companies, LLC, 4455 E. Camelback Road, Suite C140 Phoenix, AZ, 85018 (602) 667-9500 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
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05/12/2025
(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.
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).
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SCHEDULE 13D
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| CUSIP No. | 18453H106 |
| 1 |
Name of reporting person
Arturo R. Moreno
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| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
PF
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| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
63,464,016.00
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| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
12.8 %
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| 14 | Type of Reporting Person (See Instructions)
IN
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Comment for Type of Reporting Person:
The percent reported in row 13 is based on 496,715,404 shares of Common Stock outstanding as of May 1, 2025.
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SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.01 par value per share
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| (b) | Name of Issuer:
Clear Channel Outdoor Holdings, Inc
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| (c) | Address of Issuer's Principal Executive Offices:
4830 North Loop 1604W, Suite 111, San Antonio,
TEXAS
, 78249.
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Item 1 Comment:
EXPLANATORY NOTE
This Amendment No. 5 ("Amendment No. 5") to Schedule 13D is filed by Mr. Moreno (the "Reporting Person") to amend the Schedule 13D originally filed on behalf of the Reporting Person with the United State Securities and Exchange Commission (the "SEC") on December 5, 2023, as subsequently amended on December 6, 2023, May 20, 2024, November 4, 2024, and April 8, 2025 (collectively, the "Original Schedule 13D"). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Original Schedule 13D. Except as specifically provided herein, this Amendment No. 5 does not modify any of the information previously reported in the Original Schedule 13D.
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| Item 3. | Source and Amount of Funds or Other Consideration | |
Item 3 of the Original Schedules 13D is hereby amended and supplemented to include the following information:
The reporting person purchased 6,031,482 shares of Common Stock in open market transactions for an aggregate purchase price of $5,914,552.60, including brokerage commissions. Funding of the purchases of the Common Stock was from Mr. Moreno's personal funds.
The information set forth in Item 5 of this Amendment No. 5 is incorporated by reference in its entirety into this Item 3. |
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| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The information set forth in Item 3 and on the cover pages of this Amendment No. 5 is incorporated by reference in its entirety into this Item 5. |
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| (c) | The transactions effected by the Reporting Person in respect of the Issuer's Common Stock since the most recent filing of the Reporting Person on the Original Schedule 13D are set forth on Exhibit A. |
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| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Transactions in Securities |
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| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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