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*
GERSTNER BRAD

(Last) (First) (Middle)
20880 STONE OAK PARKWAY

(Street)
SAN ANTONIO TX 78258

(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
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/18/2023
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, par value $0.001 per share 05/18/2023 A 27,372(1) A $2.74 115,861 D
Class A Common Stock, par value $0.001 per share 05/18/2023 A 54,744(2) A $0.00 170,605 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
Explanation of Responses:
1. Represents deferred stock units ("DSUs") in lieu of cash compensation. Each DSU represents a contingent right to receive one share of Class A Common Stock. The DSUs shall vest as to one-half of the DSUs on each of September 30, 2023 and December 31, 2023. Settlement of the DSUs has been deferred until within 45 days of the earliest to occur of (i) the Reporting Person's separation from service, (ii) a change in control, (iii) the Reporting Person's death, or (iv) the Reporting Person's disability.
2. Represents DSUs. Each DSU represents a contingent right to receive one share of Class A Common Stock. The DSUs shall vest in full on the earlier of May 18, 2024 or the Company's 2024 annual meeting of stockholders. Settlement of the DSUs has been deferred until within 45 days of the earliest to occur of (i) the Reporting Person's separation from service, (ii) a change in control, (iii) the Reporting Person's death, or (iv) the Reporting Person's disability.
Remarks:
/s/ Scott D. Hamilton, as Attorney-in-Fact for Brad Gerstner 05/22/2023
** 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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