Bain Capital Investors Form 4 iHeartMedia / Associates-G BCIP ownership change

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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X

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^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

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, par value $0.001 per share	05/01/2019		A(1)(3)		310,750.5(4)	A	(3)	310,750.5(4)	I	See footnotes(7)(8)

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
Class B Common Stock, $0.001 par value per share	(9)	05/01/2019		D(1)(2)			277,778(2)(5)	(9)	(9)	Class A Common Stock	277,778	(2)	0	I	See footnote(7)
Class C Common Stock, $0.001 par value per share	(9)	05/01/2019		D(1)(2)			29,483,751(2)(6)	(9)	(9)	Class A Common Stock	29,483,751	(2)	0	I	See footnote(8)
Warrants	$0.001	05/01/2019		A(1)(3)		225,562(3)(10)		(11)	(11)	Class A Common Stock or Class B Common Stock	225,562	(3)	225,562	I	See footnotes(7)(8)

1. Name and Address of Reporting Person^*

BAIN CAPITAL INVESTORS LLC

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital (CC) IX, L.P.

(Last) (First) (Middle)

C/O BAIN CAPITAL PARTNERS LLC

111 HUNTINGTON AVE.

(Street)

BOSTON MA 02199

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Associates-G

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BAIN CAPITAL FUND IX L P

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital (CC) IX Offshore, L.P.

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Bain Capital Fund IX, LLC

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III-B

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Associates III, LLC

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

BCIP Trust Associates III

(Last) (First) (Middle)

C/O BAIN CAPITAL PRIVATE EQUITY, LP

200 CLARENDON STREET

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. See Exhibit 99.1 for text of footnote (1).

2. See Exhibit 99.1 for text of footnote (2).

3. See Exhibit 99.1 for text of footnote (3).

4. See Exhibit 99.1 for text of footnote (4).

5. See Exhibit 99.1 for text of footnote (5).

6. See Exhibit 99.1 for text of footnote (6).

7. See Exhibit 99.1 for text of footnote (7).

8. See Exhibit 99.1 for text of footnote (8).

9. See Exhibit 99.1 for text of footnote (9).

10. See Exhibit 99.1 for text of footnote (10).

11. See Exhibit 99.1 for text of footnote (11).

Remarks:

Exhibit 99.1 and Exhibit 99.2 (Joint Filer Information) are incorporated herein by reference. This Form 4 is the first of three Form 4s filed relating to the same event. The Form 4 has been split into three filings because there are more than 10 Reporting Persons in total, and the SEC's EDGAR filing system limits a single Form 4 to a maximum of 10 Reporting Persons. Form 1 of 3

	Bain Capital Investors, LLC, By: /s/ John Connaughton, Name: John Connaughton, Title: Managing Director	05/03/2019
	** Signature of Reporting Person	Date
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