Sec Form 3 Filing - Fasbender Jordan @ iHeartMedia, Inc. - 2021-08-31

FORM 3 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 Fasbender Jordan 2. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) SEE BELOW (Last) (First) (Middle) 20880 STONE OAK PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 08/31/2021 (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 30,406( 1 ) 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 (right to buy) $ 14.74 ( 2 ) 02/17/2031 Class A Common Stock 15,000 D Employee Stock Option (right to buy) $ 8.98 ( 3 ) 08/14/2030 Class A Common Stock 16,500 D Employee Stock Option (right to buy) $ 19 ( 4 ) 07/10/2029 Class A Common Stock 10,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Fasbender Jordan 20880 STONE OAK PARKWAY SAN ANTONIO, TX78258 SEE BELOW Signatures /s/ Jordan Fasbender 02/03/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 23,125 restricted stock units ("RSUs") that each represent a contingent right to receive one share of Class A Common Stock. 5,000 RSUs will vest in four equal installments on each of the first four anniversaries of February 17, 2021. 10,125 RSUs will vest in three equal installments on each of the next three anniversaries of August 14, 2021. 8,000 RSUs will vest in two equal installments on July 10, 2022 and July 10, 2023. All RSU awards are subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. ( 2 )The option vests in four equal installments on each of the first four anniversaries of the grant date of February 17, 2021, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. ( 3 )The option vests, or has vested, in four equal installments on each of the first four anniversaries of the grant date of August 14, 2020, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date. ( 4 )The option vested as to one fifth of the award on July 22, 2019 and the remainder has vested or or will vest in four equal installments on each of the first four anniversaries of the grant date of July 10, 2019, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date.

Remarks: Title: Executive Vice President, General Counsel and Secretary; Exhibit List: Exhibit 24 - Power of Attorney

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