SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/31/2021 | 3. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHRT ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Class A Common Stock, par value $0.001 per share | 30,406(1) | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Employee Stock Option (right to buy) | (2) | 02/17/2031 | Class A Common Stock | 15,000 | 14.74 | D | |
Employee Stock Option (right to buy) | (3) | 08/14/2030 | Class A Common Stock | 16,500 | 8.98 | D | |
Employee Stock Option (right to buy) | (4) | 07/10/2029 | Class A Common Stock | 10,000 | 19 | D |
Explanation of Responses: |
1. Includes 23,125 restricted stock units ("RSUs") that each represent a contingent right to receive one share of Class A Common Stock. 5,000 RSUs will vest in four equal installments on each of the first four anniversaries of February 17, 2021. 10,125 RSUs will vest in three equal installments on each of the next three anniversaries of August 14, 2021. 8,000 RSUs will vest in two equal installments on July 10, 2022 and July 10, 2023. All RSU awards are subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. |
2. The option vests in four equal installments on each of the first four anniversaries of the grant date of February 17, 2021, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. |
3. The option vests, or has vested, in four equal installments on each of the first four anniversaries of the grant date of August 14, 2020, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. |
4. The option vested as to one fifth of the award on July 22, 2019 and the remainder has vested or or will vest in four equal installments on each of the first four anniversaries of the grant date of July 10, 2019, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. |
Remarks: |
Title: Executive Vice President, General Counsel and Secretary; Exhibit List: Exhibit 24 - Power of Attorney |
/s/ Jordan Fasbender | 02/03/2022 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
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 Number. |