Sec Form 4 Filing - Eccleshare Christopher William @ Clear Channel Outdoor Holdings, Inc. - 2019-05-01

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 Eccleshare Christopher William 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) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 20880 STONE OAK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/01/2019 (Street) SAN ANTONIO, TX78258 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 Common Stock ( 1 ) 05/01/2019 D 608,717 ( 2 ) D 0 D

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 Option (Right to Buy) ( 3 ) $ 1.17 05/01/2019 D 164,907 ( 4 ) 09/10/2019 Common Stock 164,907 ( 3 ) 0 D Option (Right to Buy) ( 5 ) $ 1.16 05/01/2019 D 22,500 ( 6 ) 02/24/2020 Common Stock 22,500 ( 5 ) 0 D Option (Right to Buy) ( 7 ) $ 1.43 05/01/2019 D 63,583 ( 8 ) 09/10/2020 Common Stock 63,583 ( 7 ) 0 D Option (Right to Buy) ( 9 ) $ 4.78 05/01/2019 D 15,360 ( 10 ) 12/13/2020 Common Stock 15,360 ( 9 ) 0 D Option (Right to Buy) ( 11 ) $ 6.09 05/01/2019 D 90,000 ( 12 ) 02/21/2021 Common Stock 90,000 ( 11 ) 0 D Option (Right to Buy) ( 13 ) $ 5.02 05/01/2019 D 90,000 ( 14 ) 03/26/2022 Common Stock 90,000 ( 13 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Eccleshare Christopher William C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 20880 STONE OAK PARKWAY SAN ANTONIO, TX78258 See Remarks Signatures /s/ Lauren E. Dean, as Attorney-in-fact on behalf of C. William Eccleshare 05/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Disposed of pursuant to the merger agreement between Clear Channel Outdoor Holdings, Inc. ("Old CCOH") and Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH") (the "Merger Agreement") in exchange for 608,717 shares of New CCOH common stock. ( 2 )Includes the following shares of restricted stock disposed of pursuant to the Merger Agreement in exchange for an equal number of shares of New CCOH restricted stock: 25,000 shares of restricted stock which vest in two equal installments on September 21, 2019 and September 21, 2020, 4,191 shares of restricted stock which vest in two equal installments on September 21, 2019 and September 21, 2020, 70,588 shares of restricted stock which vest on June 28, 2019 and 221,729 shares of restricted stock which vest in two equal installments on September 12, 2021 and September 12, 2022. ( 3 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 164,907 options to purchase common stock of New CCOH. ( 4 )The options are fully vested. ( 5 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 22,500 options to purchase common stock of New CCOH. ( 6 )The options are fully vested. ( 7 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 63,583 options to purchase common stock of New CCOH. ( 8 )The options are fully vested. ( 9 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 15,360 options to purchase common stock of New CCOH. ( 10 )The options are fully vested. ( 11 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 90,000 options to purchase common stock of New CCOH. ( 12 )The options are fully vested. ( 13 )This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 90,000 options to purchase common stock of New CCOH. ( 14 )The options are fully vested.

Remarks: 1. Mr. Eccleshare's title was Chairman and Chief Executive Officer of Clear Channel International.

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