SC 13D/A: Schedule filed to report acquisition of beneficial ownership of 5% or more of a class of equity securities
Published on November 4, 2024
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
Clear Channel Outdoor Holdings, Inc.
(Name of Issuer)
Common Stock, $0.01 par value per share
(Title of Class of Securities)
18453H106
(CUSIP Number)
Arturo R. Moreno
c/o Moreno Companies, LLC
4455 E. Camelback Road, Suite C140
Phoenix, Arizona 85018
(602) 667-9500
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
October 31, 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. ☐
| * | The remainder of this cover page shall be filled out for a reporting persons 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 (the Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act.
CUSIP No. 18453H106
| 1. |
Names of Reporting Persons
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
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| 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 of America |
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| Number of Shares Beneficially Owned by Each Reporting Person With
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7. | Sole Voting Power
51,932,534 |
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| 8. | Shared Voting Power
0 |
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| 9. | Sole Dispositive Power
51,932,534 |
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| 10. | Shared Dispositive Power
0 |
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| 11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
51,932,534 |
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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)
10.6%(1) |
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| 14. | Type of Reporting Person (See Instructions)
IN |
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| (1) | Based on 489,078,425 shares of Common Stock outstanding as of October 28, 2024. |
EXPLANATORY NOTE
This Amendment No. 3 (Amendment No. 3) 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 States Securities and Exchange Commission (the SEC) on December 5, 2023, as subsequently amended on December 6, 2023 and May 20, 2024 (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. 3 does not modify any of the information previously reported in the Original Schedule 13D.
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The Reporting Person purchased 5,117,298 shares of Common Stock in open market transactions for an aggregate purchase price of $7,494,470.24, including brokerage commissions. Funding of the purchases of the Common Stock was from Mr. Morenos personal funds.
The information set forth in Item 5 of this Amendment No. 3 is incorporated by reference in its entirety into this Item 3.
Item 5. Interest in Securities of the Issuer
Item 5 of the Original Schedule 13D is hereby amended and supplemented to include the following information:
The information set forth in Item 3 and on the cover pages of this Amendment No. 3 is incorporated by reference in its entirety into this Item 5.
| (c) | The transactions effected by the Reporting Person in respect of the Issuers Common Stock since the most recent filing of the Reporting Person on the Original Schedule 13D are set forth on the following table. All purchases provided below were made by the Reporting Person in open market transactions at prevailing markets prices. |
| Nature of Transaction |
Transaction Date |
Number of Shares |
Total Purchase Amount ($) |
Price Per Share ($) |
Price Per Share Range |
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| Purchase of Common Stock on Open Market |
5/29/2024 | 284,634 | $ | 402,187.84 | $ | 1.41 | $ | 1.395-$1.425 | ||||||||||||
| Purchase of Common Stock on Open Market |
5/31/2024 | 267,192 | $ | 377,542.30 | $ | 1.44 | $ | 1.44-$1.45 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/4/2024 | 208,553 | $ | 289,888.67 | $ | 1.39 | $ | 1.38-$1.41 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/5/2024 | 106,470 | $ | 149,058.00 | $ | 1.40 | $ | 1.38-$1.41 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/6/2024 | 184,977 | $ | 258,967.80 | $ | 1.40 | $ | 1.40-$1.405 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/6/2024 | 136,539 | $ | 187,017.47 | $ | 1.37 | $ | 1.37-$1.375 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/7/2024 | 63,461 | $ | 86,300.61 | $ | 1.36 | $ | 1.355-$1.365 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/7/2024 | 43,827 | $ | 59,166.45 | $ | 1.35 | $ | 1.35-$1.355 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/10/2024 | 5,482 | $ | 7,400.70 | $ | 1.35 | $ | 1.35-$1.36 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/11/2024 | 336 | $ | 453.60 | $ | 1.35 | $ | 1.35-$1.36 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/14/2024 | 33,313 | $ | 44,972.55 | $ | 1.35 | $ | 1.35-$1.375 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/14/2024 | 117,042 | $ | 160,347.54 | $ | 1.37 | $ | 1.35-$1.375 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/14/2024 | 48,209 | $ | 66,046.33 | $ | 1.37 | $ | 1.365-$1.375 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/17/2024 | 28,854 | $ | 39,529.98 | $ | 1.37 | $ | 1.36-$1.37 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/18/2024 | 136,650 | $ | 187,210.50 | $ | 1.37 | $ | 1.365-$1.385 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/20/2024 | 1,502 | $ | 2,072.76 | $ | 1.38 | $ | 1.365-$1.385 | ||||||||||||
| Purchase of Common Stock on Open Market |
6/21/2024 | 34,785 | $ | 48,003.30 | $ | 1.38 | $ | 1.37-$1.385 | ||||||||||||
| Purchase of Common Stock on Open Market |
10/11/2024 | 135,000 | $ | 205,200.00 | $ | 1.52 | $ | 1.50-$1.525 | ||||||||||||
| Purchase of Common Stock on Open Market |
10/11/2024 | 467,000 | $ | 728,520.00 | $ | 1.56 | $ | 1.54-$1.575 | ||||||||||||
| Purchase of Common Stock on Open Market |
10/11/2024 | 898,000 | $ | 1,418,840.00 | $ | 1.58 | $ | 1.57-$1.598 | ||||||||||||
| Purchase of Common Stock on Open Market |
10/31/2024 | 500,000 | $ | 715,000.00 | $ | 1.43 | $ | 1.385-$1.44 | ||||||||||||
| Purchase of Common Stock on Open Market |
10/31/2024 | 415,472 | $ | 610,743.84 | $ | 1.47 | $ | 1.45-$1.485 | ||||||||||||
| Purchase of Common Stock on Open Market |
11/1/2024 | 500,000 | $ | 710,000.00 | $ | 1.42 | $ | 1.40-$1.435 | ||||||||||||
| Purchase of Common Stock on Open Market |
11/1/2024 | 500,000 | $ | 740,000.00 | $ | 1.48 | $ | 1.45-$1.495 |
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.
| Date: November 4, 2024 | ||
| ARTURO R. MORENO | ||
| By: | /s/ Arturo R. Moreno |
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| Name: Arturo R. Moreno | ||