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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Option (Right to Buy) (3) | $ 6.85 | 05/01/2019 | A | 338,600 | (4) | 03/03/2025 | Common Stock | 338,600 | (3) | 338,600 | D | ||||
Option (Right to Buy) (5) | $ 7.71 | 05/01/2019 | A | 37,764 | (6) | 06/15/2025 | Common Stock | 37,764 | (5) | 37,764 | D | ||||
Option (Right to Buy) (7) | $ 5.69 | 05/01/2019 | A | 25,654 | (8) | 06/03/2026 | Common Stock | 25,654 | (7) | 25,654 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
WELLS SCOTT C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 20880 STONE OAK PARKWAY SAN ANTONIO, TX 78258 |
EVP and CEO - Americas |
/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott R. Wells | 05/02/2019 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Received in exchange for 643,578 shares of Class A common stock of Clear Channel Outdoor Holdings, Inc. ("Old CCOH"), which merged with and into Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH"), with New CCOH surviving the merger (the "Merger"). |
(2) | Includes 22,915 shares of restricted stock which vest on June 15, 2019, 82,236 shares of restricted stock which vest in two equal installments on June 3, 2019 and June 3, 2020, 88,235 shares of restricted stock which vest on June 28, 2019, 208,333 shares of restricted stock which vest in two equal installments on September 7, 2020 and September 7, 2021 and 221,729 shares of restricted stock which vest in two equal installments on September 12, 2021 and September 12, 2022. |
(3) | Received in exchange for 338,600 options to purchase Class A common stock of Old CCOH in connection with the Merger. |
(4) | Of the options, 169,300 options are currently vested and 169,300 will vest upon the achievement of performance conditions. |
(5) | Received in exchange for 37,764 options to purchase Class A common stock of Old CCOH in connection with the Merger. |
(6) | Of the options, 29,323 options are currently vested and 8,442 vest on June 15, 2019. |
(7) | Received in exchange for 25,654 options to purchase Class A common stock of Old CCOH in connection with the Merger. |
(8) | Of the options, 12,827 options are currently vested and 12,827 vest in two equal installments on on June 3, 2019 and June 3, 2020. |