| 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) 11/11/2005 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 11/11/2005 | P | 2,400 | A | $18 | 2,400 | D | |||
| Class A Common Stock | 11/11/2005 | A | 5,500 | A | (1) | 7,900 | D | |||
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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 | ||||||||
| Stock Option (buy) | $39.8126 | 11/11/2005 | J(6) | 8,783 | 04/26/2004 | 04/26/2006 | Class A Common Stock | 8,783 | $0(6) | 8,783 | D | ||||
| Stock Option (buy) | $37.9269 | 11/11/2005 | J(6) | 13,175 | 02/28/2005 | 02/28/2007 | Class A Common Stock | 13,175 | $0(6) | 13,175 | D | ||||
| Stock Option (buy) | $33.0228 | 11/11/2005 | J(6) | 5,270 | (2) | 02/12/2008 | Class A Common Stock | 5,270 | $0(6) | 5,270 | D | ||||
| Stock Option (buy) | $26.3454 | 11/11/2005 | J(6) | 16,161 | (3) | 12/14/2008 | Class A Common Stock | 16,161 | $0(6) | 16,161 | D | ||||
| Stock Option (buy) | $20.8463 | 11/11/2005 | J(6) | 21,080 | (4) | 02/19/2010 | Class A Common Stock | 21,080 | $0(6) | 21,080 | D | ||||
| Stock Option (buy) | $25.3491 | 11/11/2005 | J(6) | 26,350 | 12/31/2004 | 02/19/2009 | Class A Common Stock | 26,350 | $0(6) | 26,350 | D | ||||
| Stock Option (buy) | $17.8861 | 11/11/2005 | J(6) | 35,133 | 01/12/2010 | 01/12/2015 | Class A Common Stock | 35,133 | $0(6) | 35,133 | D | ||||
| Stock Option (buy) | $18 | 11/11/2005 | A | 68,000 | (5) | 11/11/2012 | Class A Common Stock | 68,000 | $0(7) | 68,000 | D | ||||
| Explanation of Responses: |
| 1. Item reported represents a restricted stock award. |
| 2. Only vested shares can be exercised. As of 11/11/05, 50% of these options had vested, the remaining 50% will vest on 02/12/06. |
| 3. Only vested shares can be exercised. As of 11/11/05, 25% of these options had vested; on 12/14/05, another 25% will vest and the remaining 50% will vest on 12/14/06. |
| 4. Only vested shares can be exercised. On 02/19/06, 25% of these options will vest, another 25% will vest on 02/19/07 and the remaining 50% will vest on 02/17/08. |
| 5. Only vested shares can be exercised. On 11/11/08, 25% of these options will vest, another 25% will vest on 11/11/09 and the remaining 50% will vest on 11/11/10. |
| 6. The options represent options granted to the reporting person in connection with his employment with Clear Channel Communications, Inc. ("CCC"). In connection with the issuer's initial public offering ("IPO"), options granted to employees of CCC who were to be employed by the issuer on a going forward basis were converted into options to purchase the issuer's stock at a rate based on the IPO price of $18.00/share, as determined on 11/11/05, and the closing price of $31.62/share of CCC common stock on 11/11/05. |
| 7. Reporting person received the option in connection with his employment with the issuer under the Clear Channel Outdoor Holdings, Inc. 2005 Stock Incentive Plan. |
| /s/ Kurt A. Tingey | 11/15/2005 | |
| ** 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. | ||