FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Temple Chris 		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)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 200 E. BASSE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2017
(Street)

SAN ANTONIO, TX 78209
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Stock Option (Right to Buy)   $7.65   5/10/2017     D   (1)       11776      (2) 8/24/2017   Class A Common Stock   11776   $0.00   0   D    
Stock Option (Right to Buy)   $7.65   5/10/2017     A   (1)    11776       5/26/2017   12/17/2023   Class A Common Stock   11776   $0.00   11776   D    
Stock Option (Right to Buy)   $4.93   5/10/2017     D   (1)       16493      (3) 8/24/2017   Class A Common Stock   16493   $0.00   0   D    
Stock Option (Right to Buy)   $4.93   5/10/2017     A   (1)    16493       5/26/2017   8/19/2024   Class A Common Stock   16493   $0.00   16493   D    
Stock Option (Right to Buy)   $7.53   5/10/2017     D   (1)       15868      (4) 8/24/2017   Class A Common Stock   15868   $0.00   0   D    
Stock Option (Right to Buy)   $7.53   5/10/2017     A   (1)    15868       5/26/2017   6/24/2025   Class A Common Stock   15868   $0.00   15868   D    
Stock Option (Right to Buy)   $6.47   5/10/2017     D   (1)       10000      (5) 8/24/2017   Class A Common Stock   10000   $0.00   0   D    
Stock Option (Right to Buy)   $6.47   5/10/2017     A   (1)    10000       5/26/2017   5/16/2021   Class A Common Stock   10000   $0.00   10000   D    
Stock Option (Right to Buy)   $5.75   5/10/2017     D   (1)       10000      (6) 8/24/2017   Class A Common Stock   10000   $0.00   0   D    
Stock Option (Right to Buy)   $5.75   5/10/2017     A   (1)    10000       5/26/2017   3/29/2022   Class A Common Stock   10000   $0.00   10000   D    

Explanation of Responses:
(1)  The reported transactions involve the amendment of five outstanding option grants, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The reporting person's term as a director will expire on May 26, 2017. The amendments extended the post-service exercise period from 90 days after termination of service as a director (August 24, 2017) to the remainder of each option's original 10-year term, and accelerated the vesting of all unvested option grants.
(2)  Of these options, 8,832 were vested as of the date of this report and 2,944 were scheduled to vest on December 13, 2017.
(3)  Of these options, 12,369 were vested as of the date of this report and 4,124 were scheduled to vest on April 4, 2018.
(4)  Of these options, 3,967 were vested as of the date of this report and 3,967 were scheduled to vest on each of June 24, 2017, June 24, 2018 and June 24, 2019.
(5)  These options were vested.
(6)  These options were vested.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Temple Chris
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
200 E. BASSE ROAD
SAN ANTONIO, TX 78209 		X



Signatures
/s/ Lauren E. Dean, as Attorney-in-Fact for Christopher Temple 5/11/2017
** 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).
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 control number.
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