Statement of Changes in Beneficial Ownership (4)
December 18 2018 - 4:21PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
*
JACOBSON JONATHON S
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2. Issuer Name
and
Ticker or Trading Symbol
iHeartMedia, Inc.
[
IHRTQ
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
200 CLARENDON ST, 59TH FLOOR
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/14/2018
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(Street)
BOSTON, MA 02116
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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12/14/2018
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S
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0
(1)
(2)
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D
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$0
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0
(1)
(2)
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I
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See footnotes
(1)
(2)
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Explanation of Responses:
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(1)
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Highfields Capital I LP, Highfields Capital II LP and Highfields Capital III L.P. (collectively, the "Funds") directly sold 9,950,510 shares and directly now own 0 shares in the aggregate. Highfields Associates LLC is the general partner of each of the Funds and disclaims beneficial ownership of the shares sold or held by the Funds except to the extent of any pecuniary interest it may have by virtue of its general partner interest in each of the Funds. The Reporting Person is the Senior Managing Member of Highfields Associates LLC and disclaims beneficial ownership of the shares acquired or held by the Funds except to the extent of any pecuniary interest he may have by virtue of his member interest in Highfields Associates LLC. Highfields Capital Management LP ("Highfields Capital Management") is the investment manager to each of the Funds
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(2)
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Highfields Capital Management reports no beneficial ownership of the shares sold or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2). Highfields GP LLC ("Highfields GP") is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares sold or held by the Funds arising from its general partner interest in Highfields Capital Management because Highfields Capital Management reports no beneficial ownership of the shares. The Reporting Person is the Managing Member of Highfields GP and reports no beneficial ownership of the shares sold or held by the Funds arising from his member interest in Highfields GP because Highfields GP reports no beneficial ownership of the shares.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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JACOBSON JONATHON S
200 CLARENDON ST, 59TH FLOOR
BOSTON, MA 02116
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X
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X
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Signatures
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/s/ Scott D. Pomfret as attorney-in-fact
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12/18/2018
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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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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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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