Sec Form 4 Filing - WELLS SCOTT @ Clear Channel Outdoor Holdings, Inc. - 2020-02-03

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 WELLS SCOTT 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) EVP and CEO - Americas (Last) (First) (Middle) C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 4830 NORTH LOOP 1604W, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 02/03/2020 (Street) SAN ANTONIO, TX78249 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) $ 6.85 02/03/2020 A 84,650 ( 1 ) ( 2 ) 02/03/2020 03/03/2025 Common Stock 84,650 ( 1 ) $ 0 338,600 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other WELLS SCOTT C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 4830 NORTH LOOP 1604W, SUITE 111 SAN ANTONIO, TX78249 EVP and CEO - Americas Signatures /s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Scott Wells 02/05/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On March 3, 2015, the reporting person was granted an option to purchase 338,600 shares of the common stock under the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan. Fifty percent of the award vests over time (the "Time Vesting Options") and fifty percent of the award has performance-based vesting (the "Performance Options"). On February 3, 2020, the performance criteria for half of the Performance Options was met, resulting in the vesting of 84,650 Performance Options. ( 2 )The reported options were previously reported in the reporting person's Form 4, filed on March 3, 2015 and amended on September 23, 2015. Column 9 also includes 84,650 Performance Options that remain unearned and will vest, if at all, based on achievement of performance conditions, and 169,300 Time Vesting Options that have 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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