Sec Form 4 Filing - FIELD DAVID J @ AUDACY, INC. - 2022-05-10

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

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1. Name and Address of Reporting Person FIELD DAVID J 2. Issuer Name and Ticker or Trading Symbol AUDACY, INC. [ AUD] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chairman, President and CEO (Last) (First) (Middle) 2400 MARKET STREET, 4TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 05/10/2022 (Street) PHILADELPHIA, PA19103 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 Class A Common Stock, par value $0.01 per share 05/10/2022 A 75,000 A $ 0( 1 ) 2,158,246 D Class A Common Stock, par value $0.01 per share 05/10/2022 A 250,000 A $ 0( 2 ) 2,408,246 D Class A Common Stock, par value $0.01 per share 05/10/2022 A 750,000 A $ 0( 3 ) 3,158,246 D Class A Common Stock, par value $0.01 per share 1,721,672 I By Trust

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FIELD DAVID J 2400 MARKET STREET 4TH FLOOR PHILADELPHIA, PA19103 X Chairman, President and CEO Signatures David J. Field by /s/ Andrew P. Sutor, IV, Authorized Signatory 05/11/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares represent restricted stock units subject to time-based vesting, as described in the grant instrument. While this grant was approved by the Issuer on December 1, 2021 (in connection with the Issuer's 2021 annual equity grant program), such grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022. ( 2 )These shares represent restricted stock units subject to time-based vesting as described in the Reporting Person's Employment Agreement dated December 14, 2021 (which was filed as Exhibit 10.4 to the Issuer's Annual Report on Form 10K on March 1, 2022). This grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022. ( 3 )These shares represent restricted stock units subject to performance based vesting as described in the Reporting Person's Employment Agreement dated December 14, 2021 (which was filed as Exhibit 10.4 to the Issuer's Annual Report on Form 10K on March 1, 2022). The vesting requirements are a function of the Issuer's share price reaching thresholds of $6.00 per share (for 1/3rd of these shares), $9.00 per share (for 1/3rd of these shares) and $12.00 per share (for the remaining 1/3rd of these shares), as was summarized by the Issuer in a Form 8K filed on December 17, 2021. This grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022.

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