Clear Channel Outdoor (CCO) Form 4 Change in insider ownership

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^*

ARES MANAGEMENT LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [ CCO ]

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)
01/17/2023

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
Common Stock, par value $0.01	01/17/2023		P		400,000(1)(2)(3)(4)(5)(6)	A	$1.3603	51,401,580(1)(2)(3)(4)(5)(6)	I	See Footnotes(1)(2)(3)(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

1. Name and Address of Reporting Person^*

ARES MANAGEMENT LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASSF IV AIV B Holdings III, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASSF IV AIV B, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASSF Operating Manager IV, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF Holdings I, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF II Holdings I, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF II A (DE) Holdings I, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ASOF Investment Management LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACOF VI Holdings, L.P.

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

ACOF Investment Management LLC

(Last) (First) (Middle)

2000 AVENUE OF THE STARS, 12TH FLOOR

(Street)

LOS ANGELES CA 90067

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by (i) ASSF IV AIV B Holdings III, L.P. ("ASSF IV AIV B Holdings"), (ii) ASSF IV AIV B, L.P. ("ASSF IV AIV B"), (iii) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (iv) ASOF Holdings I, L.P. ("ASOF I"), (v) ASOF II Holdings I, L.P. ("ASOF II Holdings I"), (vi) ASOF II A (DE) Holdings I, L.P. ("ASOF II A (DE) Holdings I"), (vii) ASOF Investment Management LLC ("ASOF Investment Management"), (viii) ACOF VI Holdings, L.P. ("ACOF VI"), (ix) ACOF Investment Management LLC ("ACOF Investment Management") (Continued in footnote 2)

2. (x) Ares Management LLC, (xi) Ares Management Holdings L.P. ("Ares Management Holdings"), (xii) Ares Holdco LLC ("Ares Holdco"), (xiii) Ares Management Corporation ("Ares Management"), (xiv) Ares Voting LLC ("Ares Voting"), (xv) Ares Management GP LLC ("Ares Management GP") and (xvi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in two parts.

3. Ares Partners is the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC, which is: (a) the general partner of ASSF Operating Manager IV, which is the manager of each of ASSF IV AIV B Holdings and ASSF IV AIV B; (b) the sole member of ASOF Investment Management, which is the manager of ASOF I, ASOF II Holdings I and ASOF II A (DE) Holdings I; and (c) the sole member of ACOF Investment Management, which is the manager of ACOF VI.

4. Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions.

5. The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, in the aggregate, 51,401,580 shares of Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) ASSF IV AIV B Holdings directly holds 17,225,151 shares of Common Stock, (ii) ASSF IV AIV B directly holds 1,943,773 shares of Common Stock, (iii) ASOF I directly holds 19,852,354 shares of Common Stock, (iv) ASOF II Holdings I directly holds 601,975 shares of Common Stock, (v) ASOF II A (DE) Holdings I directly holds 108,487 shares of Common Stock and (vi) ACOF VI directly holds 11,669,840 shares of Common Stock.

6. Each of the Reporting Persons and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.

	ARES MANAGEMENT LLC By: Anton Feingold Its: Authorized Signatory	01/19/2023
	ASSF IV AIV B HOLDINGS III, L.P. By: ASSF OPERATING MANAGER IV, L.P., Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASSF IV AIV B, L.P. By: ASSF OPERATING MANAGER IV, L.P., Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASSF OPERATING MANAGER IV, L.P. By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASOF HOLDINGS I, L.P. By: ASOF INVESTMENT MANAGEMENT LLC, Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASOF II HOLDINGS I, L.P. By: ASOF INVESTMENT MANAGEMENT LLC, Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASOF II A (DE) HOLDINGS I, L.P. By: ASOF INVESTMENT MANAGEMENT LLC, Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ASOF INVESTMENT MANAGEMENT LLC By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ACOF VI HOLDINGS, L.P. By: ACOF INVESTMENT MANAGEMENT LLC, Its manager By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	ACOF INVESTMENT MANAGEMENT LLC By: Chris Kerezsi Its: Authorized Signatory	01/19/2023
	** 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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