Sec Form 4 Filing - Macri Steven James @ iHeartMedia, Inc. - 2019-05-30

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 Macri Steven James 2. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHTM] 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) 20880 STONE OAK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 05/30/2019 (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 Class A Common Stock, par value $0.001 per share 05/30/2019 A( 1 ) 52,500 A $ 0 53,888 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 Employee Stock Option $ 19 05/30/2019 A 97,500 ( 2 ) 05/30/2025 Class A Common Stock 97,500 $ 0 97,500 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Macri Steven James 20880 STONE OAK PARKWAY SAN ANTONIO, TX78258 See Remarks Signatures /s/ Lauren E. Dean by Power of Attorney 06/03/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported item represents an award of restricted stock, of which (i) 20% of which shall vest on the earlier to occur of (A) one hundred and eighty (180) days after the pricing of an underwritten public offering of the Class A Common Stock, par value $0.001 per share ("Common Stock") that occurs following May 1, 2019 and (B) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering and (ii) an additional 20% of which shall vest on each of the first four (4) anniversaries of the date of grant. The Reporting Person received the restricted stock award under the 2019 Incentive Equity Plan of iHeartMedia, Inc. ( 2 )20% of the Options shall vest on the earlier to occur of (A) one hundred and eighty (180) days after the pricing of an underwritten public offering of the Common Stock that occurs following May 1, 2019 and (B) two (2) business days after the first day that the Common Stock becomes listed on a nationally recognized securities exchange through a direct listing that does not occur in conjunction with an underwritten public offering and an additional 20% of the Options shall vest on each of the first four (4) anniversaries of the date of grant.

Remarks: Senior Vice President - Corporate Finance

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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