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*
PITTMAN ROBERT W

(Last) (First) (Middle)
C/O IHEARTMEDIA, INC.
200 E. BASSE ROAD

(Street)
SAN ANTONIO TX 78209

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
iHeartMedia, Inc. [ IHRT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/06/2015
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)
Code V Amount (A) or (D) Price
Class A Common Stock 08/06/2015 P(1) 975 A $6.05(2) 1,029,691(4) D
Class A Common Stock 08/07/2015 P(1) 1,320 A $6.09(3) 1,031,011(4) D
Class A Common Stock 706,215 I By Pittman CC, LLC(5)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. The reported transaction was made pursuant to a Rule 10b5-1 plan adopted on May 4, 2015.
2. Reflects the purchase of 975 shares of Class A Common Stock at the weighted average purchase price of $6.05. The price for these shares range from $6.04 to $6.09.
3. Reflects the purchase of 1,320 shares of Class A Common Stock at the weighted average purchase price of $6.09. The price for these shares range from $6.00 to $6.10.
4. Includes 550,000 restricted shares of Class A Common Stock, of which 100,000 vest in equal installments on October 15, 2016 and October 15, 2017, 100,000 vest in equal installments on December 31, 2017 and December 31, 2018, and 350,000 are subject to performance vesting (none of which have vested as of the date of this report).
5. 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.
Remarks:
/s/ Robert H. Walls, Jr., Attorney-in-Fact for Robert Pittman 08/07/2015
** 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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