SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* White Raymond T. (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/31/2024	3. Issuer Name and Ticker or Trading Symbol Clear Channel Outdoor Holdings, Inc. [ CCO ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock(1)	21,869,019	I	By: Legion Partners, L.P. I(2)
Common Stock(1)	1,943,844	I	By: Legion Partners, L.P. II(3)
Common Stock(1)	2,122,933	I	By: Legion Partners Special Opportunities, L.P. XVI(4)
Common Stock(1)	900	I	By: Legion Partners Holdings, LLC(5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* White Raymond T. (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners Asset Management, LLC (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners, L.P. I (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners, L.P. II (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners Special Opportunities, L.P. XVI (Last) (First) (Middle) 12121 WILSHIRE BLVD., SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners, LLC (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Legion Partners Holdings, LLC (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* Kiper Christopher S (Last) (First) (Middle) 12121 WILSHIRE BLVD. SUITE 1240 (Street) LOS ANGELES CA 90025 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer X Director 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XVI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Raymond T. White and Christopher S. Kiper (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

2. Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners I.

3. Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners II.

4. Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.

5. Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.

Remarks:

Raymond T. White, a managing director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. White) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

	/s/ Raymond T. White	02/05/2024
	Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	Legion Partners Special Opportunities, L.P. XVI, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member	02/05/2024
	/s/ Christopher S. Kiper	02/05/2024
	** 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 5 (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.