Form: 4

Statement of changes in beneficial ownership of securities

December 16, 2014

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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
iHeartMedia, Inc.
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/15/2014
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Class A Common Stock 12/15/2014 P 11,644(1) A $9.75 1,565,615 I See footnote.(1)
Class A Common Stock 12/15/2014 P 1,105,187(1) A $9.75 2,670,802 I See footnote.(1)
Class A Common Stock 12/15/2014 P 231,200(1) A $9.75 2,902,002 I See footnote.(1)
Class A Common Stock 12/15/2014 P 75,333(1) A $9.75 2,977,335 I See footnote.(1)
Class A Common Stock 12/15/2014 P 19,190(1) A $9.75 2,996,525 I See footnote.(1)
Class A Common Stock 12/15/2014 P 112,072(1) A $9.75 3,108,597 I See footnote.(1)
Class A Common Stock 12/15/2014 P 2,005,315(1) A $9.75 5,113,912 I See footnote.(1)
Class A Common Stock 12/15/2014 P 27,712(1) A $9.75 5,141,624 I See footnote.(1)
Class A Common Stock 12/15/2014 P 997,684(1) A $9.75 6,139,308 I See footnote.(1)
Class A Common Stock 12/15/2014 P 246,377(1) A $9.75 6,385,685 I See footnote.(1)
Class A Common Stock 12/15/2014 P 54,637(1) A $9.75 6,440,322 I See footnote.(1)
Class A Common Stock 12/15/2014 P 4,226(1) A $9.75 6,444,548 I See footnote.(1)
Class A Common Stock 12/15/2014 P 100,852(1) A $9.75 6,545,400 I See footnote.(1)
Class A Common Stock 12/15/2014 P 8,571(1) A $9.75 6,553,971 I See footnote.(1)
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
1. Name and Address of Reporting Person*
iHeartMedia, Inc.
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
iHeartMedia Capital I, LLC
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clear Channel Capital II, LLC
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
iHeartCommunications, Inc.
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Clear Channel Holdings, Inc.
(Last) (First) (Middle)
200 EAST BASSE ROAD
(Street)
SAN ANTONIO TX 78209
(City) (State) (Zip)
Explanation of Responses:
1. The Reporting Persons are indirect beneficial owners of the reported securities. These shares of Class A Common Stock of the Issuer are directly owned by CC Finco, LLC, which is a direct wholly owned subsidiary of Clear Channel Holdings, Inc., which is a direct wholly owned subsidiary of iHeartCommunications, Inc., which is a direct wholly owned subsidiary of iHeartMedia Capital I, LLC, which is a direct wholly owned subsidiary of iHeartMedia Capital II, LLC, which is a direct wholly owned subsidiary of iHeartMedia, Inc. In addition, as previously reported on Form 3 filings, Clear Channel Holdings, Inc. directly owns 315,000,000 shares of Class B Common Stock of the Issuer, each of which is convertible at any time into one share of the Class A Common Stock, subject to certain limited exceptions.
Remarks:
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia, Inc. 12/15/2014
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia Capital II, LLC 12/15/2014
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartMedia Capital I, LLC 12/15/2014
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of iHeartCommunications, Inc. 12/15/2014
/s/ Hamlet T. Newsom, Jr., as Vice President, Associate General Counsel and Assistant Secretary of Clear Channel Holdings, Inc. 12/15/2014
** 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.