Sec Form 4 Filing - DILGER JASON @ 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 DILGER JASON 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) Chief Accounting Officer (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 A 57,468 ( 2 ) A 57,468 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 ) $ 5.69 05/01/2019 A 3,078 ( 4 ) 06/03/2026 Common Stock 3,078 $ 0 3,078 D Option (Right to Buy) ( 5 ) $ 7.714 05/01/2019 A 3,776 ( 6 ) 06/15/2025 Common Stock 3,776 $ 0 3,776 D Option (Right to Buy) ( 7 ) $ 5.854 05/01/2019 A 2,778 ( 8 ) 04/04/2024 Common Stock 2,778 $ 0 2,778 D Option (Right to Buy) ( 9 ) $ 4.654 05/01/2019 A 2,778 ( 10 ) 04/10/2023 Common Stock 2,778 $ 0 2,778 D Option (Right to Buy) ( 11 ) $ 1.514 05/01/2019 A 23,006 ( 12 ) 08/05/2021 Common Stock 23,006 $ 0 23,006 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other DILGER JASON C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 20880 STONE OAK PARKWAY SAN ANTONIO, TX78258 Chief Accounting Officer Signatures /s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Jason A. Dilger 05/02/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Received in exchange for 48,873 shares of Class A common stock of Clear Channel Outdoor Holdings, Inc. ("Old CCOH"), which merged with and into Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH"), with New CCOH surviving the merger (the "Merger"). ( 2 )Includes 8,595 shares of shares held in brokerage, 2,292 shares of restricted stock which vest on June 15, 2019, 9,868 shares of restricted stock which vest in two equal installments on June 3, 2019 and June 3, 2020, 18,213 shares of restricted stock which vest in two equal installments on September 7, 2020 and September 7, 2021 and 18,500 shares of restricted stock which vest in two equal installments on September 12, 2021 and September 12, 2022. ( 3 )Received in exchange for 3,078 options to purchase Class A common stock of Old CCOH in connection with the Merger. ( 4 )Of the options, 1,539 options are currently vested and 1,539 vest in two equal installments on June 3, 2019 and June 3, 2020. ( 5 )Received in exchange for 3,776 options to purchase Class A common stock of Old CCOH in connection with the Merger. ( 6 )Of the options, 2,832 options are currently vested and 944 vest on June 15, 2019. ( 7 )Received in exchange for 2,778 options to purchase Class A common stock of Old CCOH in connection with the Merger ( 8 )The options are fully vested. ( 9 )Received in exchange for 2,778 options to purchase Class A common stock of Old CCOH in connection with the Merger. ( 10 )The options are fully vested. ( 11 )Received in exchange for 23,006 options to purchase Class A common stock of Old CCOH in connection with the Merger. ( 12 )The options are fully 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).

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