Richard H. Sauer Form 4 OUTFRONT Media / Richard H. Sauer 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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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^*

Sauer Richard H.

(Last) (First) (Middle)

C/O OUTFRONT MEDIA INC.

405 LEXINGTON AVENUE

(Street)

NEW YORK NY 10174

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OUTFRONT Media Inc. [ OUT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
02/20/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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	02/20/2022		M		13,035	A	$0(1)	53,116	D
Common Stock	02/20/2022		M		3,265	A	$0(1)	56,381	D
Common Stock	02/20/2022		M		9,903	A	$0(1)	66,284	D
Common Stock	02/20/2022		A(2)		978	A	$0(2)	67,262	D
Common Stock	02/20/2022		F		15,183	D	$25.01(3)	52,079	D

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
Restricted Share Units	(1)	02/20/2022		A		12,794		02/20/2023(4)	(4)	Common Stock	12,794	$0	12,794	D
Restricted Share Units	(1)	02/20/2022		A(5)		25,140		02/20/2022(6)	(6)	Common Stock	25,140	$0	39,106	D
Restricted Share Units	(1)	02/20/2022		M			13,035	02/20/2022(6)	(6)	Common Stock	13,035	$0	26,071	D
Restricted Share Units	(1)	02/20/2022		M			3,265	02/20/2021(7)	(7)	Common Stock	3,265	$0	3,265	D
Restricted Share Units	(1)	02/20/2022		M			9,903	02/20/2020(8)	(8)	Common Stock	9,903	$0	0	D

Explanation of Responses:

1. These restricted share units are settled by delivery of a corresponding number of shares of common stock of OUTFRONT Media Inc. (the "Company") upon vesting.

2. Includes shares acquired due to the settlement of dividend equivalents into shares of the Company's common stock at vesting.

3. On February 18, 2022, the last preceding business day prior to the transaction, the closing price of the Company's common stock on the New York Stock Exchange was $25.01.

4. These restricted share units vest in three equal annual installments beginning on February 20, 2023.

5. On February 20, 2022, the performance targets associated with these restricted share units were certified as having been achieved.

6. These restricted share units vest in three equal annual installments beginning on February 20, 2022.

7. These restricted share units vest in three equal annual installments beginning on February 20, 2021.

8. These restricted share units vest in three equal annual installments beginning on February 20, 2020.

Remarks:

	/s/ Louis Capocasale, Attorney-in-fact for Richard Sauer	02/23/2022
	** 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 4 (b)(v).
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