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*
ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
CC Media Holdings Inc [ CCMO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
11/21/2011
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 11/21/2011 P 2,122,042 A $4 6,811,407 I See Footnotes (1) (2) (3) (4)
Class A Common Stock 11/21/2011 P 1,632,845 A $4 4,505,587 D (5)
Class A Common Stock 892,846 D (6)
Class A Common Stock 11/21/2011 P 215,346 A $4 649,596 D (7)
Class A Common Stock 11/21/2011 P 139,730 A $4 395,704 I See Footnote (8)
Class A Common Stock 11/21/2011 P 134,121 A $4 367,674 D (9)
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*
ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABRAMS CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
ABRAMS CAPITAL LLC

(Last) (First) (Middle)
222 BERKELEY STREET
22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abrams Capital Partners II, L.P.

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Riva Capital Partners L P

(Last) (First) (Middle)
222 BERKELEY ST 22ND FL

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Whitecrest Partners, LP

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abrams Capital International, Ltd.

(Last) (First) (Middle)
C/O DMS CORP. SERVICES LTD., 20 GENESIS
CLOSE, DMS HOUSE, 2ND FLOOR, BOX 31910

(Street)
GRAND CAYMAN E9 KY1-1208

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abrams Capital Partners I, L.P.

(Last) (First) (Middle)
222 BERKELEY STREET, 22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Abrams David C

(Last) (First) (Middle)
222 BERKELEY STREET
22ND FLOOR

(Street)
BOSTON MA 02116

(City) (State) (Zip)
Explanation of Responses:
1. These securities represent, in the aggregate, the shares (the "Reported Shares") of Class A Common Stock held by the investment funds referenced in the notes below. All of the Reported Shares are held by the investments funds referenced in the notes below. Abrams Capital Management, L.P. (the "LP") serves as investment adviser for each of such investment funds. Abrams Capital Management, LLC (the "LLC") serves as the general partner of the LP. In their respective capacities, each of the LP and the LLC may be deemed to beneficially own the reported securities.
2. An aggregate of 5,522,857 of the Reported Shares are held by the investment funds referenced in the notes below for which Abrams Capital, LLC ("Abrams Capital") serves as general partner. In such capacity, Abrams Capital may be deemed to beneficially own the reported securities.
3. David C. Abrams is the managing member of each of the LLC and Abrams Capital, and in such capacities he may be deemed to beneficially own the reported securities as reported herein for such Reporting Persons.
4. Each Reporting Person disclaims beneficial ownership of the Reported Shares except to the extent of its pecuniary interest therein, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.
5. These securities are held directly by Abrams Capital Partners II, L.P. and may be deemed to be owned beneficially by the LP, the LLC, Abrams Capital and Mr. Abrams.
6. These securities are held directly by Riva Capital Partners, L.P. and may be deemed to be owned beneficially by the LP, the LLC and Mr. Abrams.
7. These securities are held directly by Whitecrest Partners, LP and may be deemed to be owned beneficially by the LP, the LLC, Abrams Capital and Mr. Abrams.
8. These securities are held indirectly by Abrams Capital International, Ltd. ("ACI") (through a limited partnership of which ACI is the sole limited partner), and may be deemed to be owned beneficially by the LP, the LLC and Mr. Abrams.
9. These securities are held directly by Abrams Capital Partners I, L.P. and may be deemed to be owned beneficially by the LP, the LLC, Abrams Capital and Mr. Abrams.
Remarks:
Mr. Abrams is a director of the Issuer. The reporting persons (the "Abrams Entities") take the position that they are to be deemed directors of the Isssuer for purposes of Section 16 of the Securities Exchange Act of 1934, because Mr. Abrams, directly or indirectly, controls the investment and voting decisions of the Abrams Entities with respect to the Issuer's securities and because Mr. Abrams serves as a director of the Issuer, in part, to represent the interests of the Abrams Entities.
/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, the General Partner, by David C. Abrams, Managing Member 11/22/2011
/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member 11/22/2011
/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member 11/22/2011
/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, the general partner, by David C. Abrams, Managing Member 11/22/2011
/s/ Riva Capital Partners, L.P., by Riva Capital Management, LLC, the general partner, by David C. Abrams, Managing Member 11/22/2011
/s/ Whitecrest Partners, LP, by Abrams Capital, LLC, the general partner, by David C. Abrams, Managing Member 11/22/2011
/s/ Abrams Capital International, Ltd., by Abrams Capital Management, L.P., its investment advisor, by Abrams Capital Management, LLC, the general partner, by David C. Abrams, Managing Member 11/22/2011
/s/ Abrams Capital Partners I, L.P., by Abrams Capital, LLC, the general partner, by David C. Abrams, Managing Member 11/22/2011
/s/ David C. Abrams, individually 11/22/2011
** 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).
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