SEC FORM 4

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^*

Hamilton Scott D

(Last)

(First)

(Middle)

C/O CC MEDIA HOLDINGS, INC.

200 E. BASSE ROAD

(Street)

SAN ANTONIO

78209

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
10/22/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	10/22/2012		A		13,500	A	$0⁽¹⁾	13,500	D
Class A Common Stock	10/22/2012		A		19,500	A	$0⁽²⁾	33,000	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. On October 22, 2012, the issuer granted the restricted stock reported (the "Replacement Shares") pursuant to an option exchange program (the "Program") that is expected to expire on November 19, 2012. The reporting person may elect to exchange certain of his existing options for the right to retain the Replacement Shares in the Program. If the reporting person ceases to be eligible or declines to participate in the Program, the Replacement Shares will be forfeited and he will retain his existing options with no changes to the terms. Of the Replacement Shares, 25% are vested and the remaining 75% will vest in three equal annual installments beginning on May 19, 2013. An additional 13,500 Replacement Shares not included in the table will vest, if at all, upon the achievement of performance conditions. The reporting person received the Replacement Shares under the Clear Channel 2008 Executive Incentive Plan.

2. On October 22, 2012, the issuer granted the fully-vested restricted stock reported (the "Additional Shares") pursuant to a tax assistance program being offered in connection with the Program. If the reporting person participates in the Program and timely delivers a properly completed election form under Internal Revenue Code Section 83(b) to the issuer, the issuer intends to repurchase from him Additional Shares with a value sufficient to fund tax withholdings in connection with the Replacement Shares, subject to an aggregate maximum amount. Any Additional Shares that are not repurchased will be forfeited at the expiration of the Program. If the reporting person does not timely deliver a properly completed 83(b) election form or ceases to be eligible or declines to participate in the Program, all Additional Shares will be forfeited. The reporting person received the Additional Shares under the Clear Channel 2008 Executive Incentive Plan.

Remarks:

Mr. Hamilton is Senior Vice President, Chief Accounting Officer & Assistant Secretary.

	/s/ Michelle S. Miller as Attorney-in-Fact on hehalf of Scott D. Hamilton	10/24/2012
	** 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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