X0306 4 2014-01-13 0 0001400891 CC Media Holdings Inc CCMO 0001128482 PITTMAN ROBERT W C/O CC MEDIA HOLDINGS, INC. 200 EAST BASSE ROAD SAN ANTONIO TX 78209 1 1 0 0 Chairman & CEO Class A Common Stock 2014-01-13 4 A 0 100000 0 A 200000 D Class A Common Stock 706215 I See Footnote Employee Stock Option (Right to Buy) 36.00 2014-01-13 4 D 0 200000 D 2021-10-02 Class A Common Stock 200000 630000 D The reported item represents an award of restricted stock, 50,000 shares of which will vest on each of December 31, 2017 and December 31, 2018. An additional 250,000 shares will vest, if at all, based on achievement of performance conditions. The Reporting Person received the award under the Clear Channel 2008 Executive Incentive Plan. The reported item represents shares of Class A Common Stock beneficially owned by Pittman CC, LLC, a limited liability company controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein. Of the 830,000 shares originally subject to the stock option and reported on a Form 4 filed on October 4, 2011, stock options representing 200,000 shares were cancelled as described in the Reporting Person's Amendment to the Executive Option Agreement dated as of January 13, 2014. Of the remaining 630,000 shares subject to the stock option, 252,000 shares previously vested and 378,000 shares will vest ratably on the third, fourth and fifth anniversary of the October 2, 2011 grant date. /s/ Michelle S. Miller, as attorney-in-fact on behalf of Robert W. Pittman 2014-01-13