Justin Cochrane Form 3 Clear Channel Outdoor / JUSTIN COCHRANE ownership change

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^*

COCHRANE JUSTIN

(Last) (First) (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

4830 NORTH LOOP 1604W, SUITE 111

(Street)

SAN ANTONIO TX 78249

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/01/2023

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

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO, UK & Europe

5. 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 Beneficially Owned
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)
Common Stock	696,978(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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
Option (Right to Buy)	(2)	04/10/2023	Common Stock	1,852	4.65	D
Option (Right to Buy)	(2)	04/04/2024	Common Stock	2,963	5.85	D
Option (Right to Buy)	(2)	06/15/2025	Common Stock	4,154	7.71	D
Option (Right to Buy)	(2)	06/03/2026	Common Stock	2,432	5.69	D
Restricted Stock Units	(3)	(3)	Common Stock	48,544	(3)	D

Explanation of Responses:

1. Includes 504,036 restricted stock units, of which 118,476 vest on February 22, 2023, 80,747 vest on April 1, 2023, 9,311 vest on May 22, 2023, 82,125 vest on October 1, 2023, 80,747 vest on April 1, 2024, 82,125 vest on October 1, 2024 and 50,505 vest on April 1, 2025.

2. Options are fully vested.

3. Restricted stock units, which vest fully on April 1, 2023. Once vested, the restricted stock units may be settled in shares of common stock, or in cash equal to the fair market value of the number of vested shares, at the election of the compensation committee of the board of directors.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Justin Cochrane	01/11/2023
	** 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 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.
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