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*
Global Media & Entertainment Investments Ltd

(Last) (First) (Middle)
BLDG. 2 W. BUS. CTR. MT. PLSNT. VLG.
W. RD SP 63131

(Street)
NASSAU C5 00000

(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)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/06/2022
4. 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 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 05/06/2022 P 1,292,514 A $14.0362(1) 17,043,203 D
Class A common stock 05/06/2022 P 1,292,514 A $14.0362(1) 17,043,203 I By The Global Media & Entertainment Investments Trust(3)(7)
Class A common stock 05/06/2022 P 1,292,514 A $14.0362(1) 17,043,203 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust(4)(7)
Class A common stock 05/09/2022 P 1,096,797 A $12.4576(2) 18,140,000 D
Class A common stock 05/09/2022 P 1,096,797 A $12.4576(2) 18,140,000 I By The Global Media & Entertainment Investments Trust(3)(7)
Class A common stock 05/09/2022 P 1,096,797 A $12.4576(2) 18,140,000 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust(4)(7)
No securities are beneficially owned by Simon Groom(5)(7) 0 D
No securities are beneficially owned by James Hill(6)(7) 0 D
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
1. Name and Address of Reporting Person*
Global Media & Entertainment Investments Ltd

(Last) (First) (Middle)
BLDG. 2 W. BUS. CTR. MT. PLSNT. VLG.
W. RD SP 63131

(Street)
NASSAU C5 00000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Global Media & Entertainment Investments Trust

(Last) (First) (Middle)
C/O GROOM HILL
24 BOULEVARD PRINCESSE CHARLOTTE

(Street)
MONACO O9 98000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Groom Simon

(Last) (First) (Middle)
C/O GROOM HILL
24 BOULEVARD PRINCESSE CHARLOTTE

(Street)
MONACO O9 98000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Hill James W.

(Last) (First) (Middle)
C/O GROOM HILL
24 BOULEVARD PRINCESSE CHARLOTTE

(Street)
MONACO O9 98000

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Tabor Michael

(Last) (First) (Middle)
C/O GROOM HILL
24 BOULEVARD PRINCESSE CHARLOTTE

(Street)
MONACO O9 98000

(City) (State) (Zip)
Explanation of Responses:
1. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $13.88 to $14.15, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in footnotes (1), (2) and (3) to this Form 4.
2. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.56 to $12.50, inclusive.
3. The Global Media & Entertainment Investments Trust (the "Trust") is the sole stockholder of Global Media & Entertainment Investments Ltd ("GMEI") and may be deemed to indirectly beneficially own the shares owned directly by GMEI.
4. Michael Tabor is the beneficiary of the Trust and may be deemed to indirectly beneficially own the shares directly owned by GMEI.
5. Simon Groom, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
6. James Hill, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Exchange Act.
7. The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.
Remarks:
Exhibit List: Exhibit 24.1 - Power of Attorney for GMEI (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022); Exhibit 24.2 - Power of Attorney for The GMEI Trust (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022); Exhibit 24.3 - Power of Attorney for Mr. Groom (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022); Exhibit 24.4 - Power of Attorney for Mr. Hill (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022); Exhibit 24.5 - Power of Attorney for Mr. Tabor (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022);
/s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, GMEI 05/09/2022
/s/ Jill Refvem, atty-in-fact, The GMEI Trust 05/09/2022
/s/ Jill Refvem, atty-in-fact, Mr. Groom 05/09/2022
/s/ Jill Refvem, atty-in-fact, Mr. Hill 05/09/2022
/s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, Mr. Tabor 05/09/2022
** 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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