Sec Form 4 Filing - Temple Chris @ Clear Channel Outdoor Holdings, Inc. - 2017-05-10

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 Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

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/YY) 05/10/2017 (Street) SAN ANTONIO, TX78209 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 05/10/2017 D( 1 ) 11,776 ( 2 ) 08/24/2017 Class A Common Stock 11,776 $ 0 0 D Stock Option (Right to Buy) $ 7.65 05/10/2017 A( 1 ) 11,776 05/26/2017 12/17/2023 Class A Common Stock 11,776 $ 0 11,776 D Stock Option (Right to Buy) $ 4.93 05/10/2017 D( 1 ) 16,493 ( 3 ) 08/24/2017 Class A Common Stock 16,493 $ 0 0 D Stock Option (Right to Buy) $ 4.93 05/10/2017 A( 1 ) 16,493 05/26/2017 08/19/2024 Class A Common Stock 16,493 $ 0 16,493 D Stock Option (Right to Buy) $ 7.53 05/10/2017 D( 1 ) 15,868 ( 4 ) 08/24/2017 Class A Common Stock 15,868 $ 0 0 D Stock Option (Right to Buy) $ 7.53 05/10/2017 A( 1 ) 15,868 05/26/2017 06/24/2025 Class A Common Stock 15,868 $ 0 15,868 D Stock Option (Right to Buy) $ 6.47 05/10/2017 D( 1 ) 10,000 ( 5 ) 08/24/2017 Class A Common Stock 10,000 $ 0 0 D Stock Option (Right to Buy) $ 6.47 05/10/2017 A( 1 ) 10,000 05/26/2017 05/16/2021 Class A Common Stock 10,000 $ 0 10,000 D Stock Option (Right to Buy) $ 5.75 05/10/2017 D( 1 ) 10,000 ( 6 ) 08/24/2017 Class A Common Stock 10,000 $ 0 0 D Stock Option (Right to Buy) $ 5.75 05/10/2017 A( 1 ) 10,000 05/26/2017 03/29/2022 Class A Common Stock 10,000 $ 0 10,000 D

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, TX78209 X Signatures /s/ Lauren E. Dean, as Attorney-in-Fact for Christopher Temple 05/11/2017 Signature of Reporting Person Date

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.

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 Number.