Abrams Capital Form 4 iHeartMedia / David C Abrams 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^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(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)

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
Old Class A Common Stock	05/01/2019		D		16,761,917	D	(1)(2)	0	I	See Footnotes(4)(5)
New Class A Common Stock	05/01/2019		A		222,602	A	(1)(3)	222,602	I	See Footnotes(4)(5)(6)

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
Special Warrants	$0.001	05/01/2019		A		29,731		05/01/2019	05/01/2039	New Class A Common Stock/New Class B Common Stock	29,731	(7)	29,731	I	See Footnotes(4)(5)(8)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Abrams Capital Partners II, L.P.

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL MANAGEMENT, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ABRAMS CAPITAL, LLC

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

Abrams David C

(Last) (First) (Middle)

222 BERKELEY STREET, 21ST FLOOR

(Street)

BOSTON MA 02116

(City) (State) (Zip)

Explanation of Responses:

1. On March 14, 2018, iHeartMedia, Inc. (the "Issuer") and certain of its direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On January 22, 2019, the Bankruptcy Court entered an order confirming the Debtors' Modified Fifth Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on May 1, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.

2. On the Effective Date, all outstanding shares of the Issuer's capital stock, including the Class A common stock, par value $0.001 per share ("Old Class A Common Stock"), were cancelled and extinguished pursuant to the Plan.

3. Represents shares of the Issuer's new Class A common stock, par value $0.001 per share ("New Class A Common Stock"), issued to the Reporting Persons pursuant to the Plan, in exchange for debt securities of the Issuer previously held by the Reporting Persons for no additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

4. Shares reported herein as beneficially owned by Abrams Capital, LLC ("Abrams Capital") represent shares held for the account of private investment funds, including Abrams Capital Partners II, L.P. ("ACP II"), for which Abrams Capital serves as general partner. Shares reported herein for Abrams Capital Management, L.P. (the "LP") and Abrams Capital Management, LLC (the "LLC") represent shares beneficially owned by ACP II and shares beneficially owned by other private investment funds for which the LP serves as investment manager. The LLC is the general partner of the LP. Shares reported herein for Mr. Abrams represent the above referenced shares reported for Abrams Capital and the LLC. Mr. Abrams is the managing member of Abrams Capital and the LLC. Mr. Abrams no longer serves as a director of the Issuer.

5. Each of the Reporting Persons disclaims beneficial ownership of the shares reported herein except to the extent of its or his pecuniary interest in such shares, and the inclusion of such securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose.

6. Of the shares received on May 1, 2019, 193,127 are held for the account of ACP II, 206,717 may be deemed to be beneficially owned by Abrams Capital, and all of such shares may be deemed beneficially owned by Mr. Abrams, the LP and the LLC.

7. Represents warrants to purchase shares of the Issuer's New Class A Common Stock or shares of Class B common stock, par value $0.001 per share ("New Class B Common Stock"), issued to the Reporting Persons pursuant to the Plan, in exchange for debt securities of the Issuer previously held by the Reporting Persons for no additional consideration and in accordance with the Plan approved by the Bankruptcy Court.

8. Of the warrants received on May 1, 2019, none are deemed beneficially owned by ACP II or Abrams Capital, and all may be deemed beneficially owned by Mr. Abrams, the LP and the LLC.

	/s/ Abrams Capital Partners II, L.P., by Abrams Capital, LLC, its General Partner, by David C. Abrams, Managing Member	05/06/2019
	/s/ Abrams Capital Management, L.P., by Abrams Capital Management, LLC, its General Partner, by David C. Abrams, Managing Member	05/06/2019
	/s/ Abrams Capital Management, LLC, by David C. Abrams, Managing Member	05/06/2019
	/s/ Abrams Capital, LLC, by David C. Abrams, Managing Member	05/06/2019
	/s/ David C. Abrams	05/06/2019
	** Signature of Reporting Person	Date
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