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*
(Street)
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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)
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3. Date of Earliest Transaction
(Month/Day/Year) 05/01/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 | ||||||
Common Stock(1) | 05/01/2019 | D | 608,717(2) | D | (1) | 0 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Option (Right to Buy)(3) | $1.17 | 05/01/2019 | D | 164,907 | (4) | 09/10/2019 | Common Stock | 164,907 | (3) | 0 | D | ||||
Option (Right to Buy)(5) | $1.16 | 05/01/2019 | D | 22,500 | (6) | 02/24/2020 | Common Stock | 22,500 | (5) | 0 | D | ||||
Option (Right to Buy)(7) | $1.43 | 05/01/2019 | D | 63,583 | (8) | 09/10/2020 | Common Stock | 63,583 | (7) | 0 | D | ||||
Option (Right to Buy)(9) | $4.78 | 05/01/2019 | D | 15,360 | (10) | 12/13/2020 | Common Stock | 15,360 | (9) | 0 | D | ||||
Option (Right to Buy)(11) | $6.09 | 05/01/2019 | D | 90,000 | (12) | 02/21/2021 | Common Stock | 90,000 | (11) | 0 | D | ||||
Option (Right to Buy)(13) | $5.02 | 05/01/2019 | D | 90,000 | (14) | 03/26/2022 | Common Stock | 90,000 | (13) | 0 | D |
Explanation of Responses: |
1. Disposed of pursuant to the merger agreement between Clear Channel Outdoor Holdings, Inc. ("Old CCOH") and Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH") (the "Merger Agreement") in exchange for 608,717 shares of New CCOH common stock. |
2. Includes the following shares of restricted stock disposed of pursuant to the Merger Agreement in exchange for an equal number of shares of New CCOH restricted stock: 25,000 shares of restricted stock which vest in two equal installments on September 21, 2019 and September 21, 2020, 4,191 shares of restricted stock which vest in two equal installments on September 21, 2019 and September 21, 2020, 70,588 shares of restricted stock which vest on June 28, 2019 and 221,729 shares of restricted stock which vest in two equal installments on September 12, 2021 and September 12, 2022. |
3. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 164,907 options to purchase common stock of New CCOH. |
4. The options are fully vested. |
5. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 22,500 options to purchase common stock of New CCOH. |
6. The options are fully vested. |
7. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 63,583 options to purchase common stock of New CCOH. |
8. The options are fully vested. |
9. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 15,360 options to purchase common stock of New CCOH. |
10. The options are fully vested. |
11. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 90,000 options to purchase common stock of New CCOH. |
12. The options are fully vested. |
13. This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 90,000 options to purchase common stock of New CCOH. |
14. The options are fully vested. |
Remarks: |
1. Mr. Eccleshare's title was Chairman and Chief Executive Officer of Clear Channel International. |
/s/ Lauren E. Dean, as Attorney-in-fact on behalf of C. William Eccleshare | 05/02/2019 | |
** 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. |