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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) | $ 5.634 | 05/01/2019 | D | 10,000 | (4) | 03/01/2021 | Common Stock | 10,000 | (3) | 0 | D | ||||
Option (Right to buy) (5) | $ 6.874 | 05/01/2019 | D | 11,776 | (6) | 12/17/2023 | Common Stock | 11,776 | (5) | 0 | D | ||||
Option (Right to buy) (7) | $ 6.754 | 05/01/2019 | D | 15,868 | (8) | 06/24/2025 | Common Stock | 15,868 | (7) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Tremblay Dale W C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 20880 STONE OAK PARKWAY SAN ANTONIO, TX 78209 |
X |
/s/ Lauren E. Dean, as Attorney-in-fact on behalf of Dale W. Tremblay | 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) | Disposed of pursuant to the merger agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH") (the "Merger Agreement") in exchange for 158,197 shares of common stock of New CCOH. |
(2) | Includes 6,490 shares of restricted stock disposed of pursuant to the Merger Agreement in exchange for 3,245 shares of New CCOH restricted stock. The remaining 3,245 shares were forfeited upon termination of Mr. Tremblay's position as director. |
(3) | This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 10,000 options to purchase common stock of New CCOH. |
(4) | The options are fully vested. |
(5) | This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 11,776 options to purchase common stock of New CCOH. |
(6) | The options are fully vested. |
(7) | This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 15,868 options to purchase common stock of New CCOH. |
(8) | Of the options, 11,901 options are currently vested and 3,967 vest on June 24, 2019. |