Sec Form 4 Filing - Global Media & Entertainment Investments Ltd @ iHeartMedia, Inc. - 2022-05-03

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 Global Media & Entertainment Investments Ltd 2. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BLDG. 2 W. BUS. CTR. MT. PLSNT. VLG., W. RD SP 63131 3. Date of Earliest Transaction (MM/DD/YY) 05/03/2022 (Street) NASSAU, C500000 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 05/03/2022 P 105,829 A $ 16.4603( 1 ) 15,348,402 D Class A common stock 05/03/2022 P 105,829 A $ 16.4603( 1 ) 15,348,402 I By The Global Media & Entertainment Investments Trust( 4 )( 8 ) Class A common stock 05/03/2022 P 105,829 A $ 16.4603( 1 ) 15,348,402 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust( 5 )( 8 ) Class A common stock 05/04/2022 P 131,259 A $ 16.4179( 2 ) 15,479,661 D Class A common stock 05/04/2022 P 131,259 A $ 16.4179( 2 ) 15,479,661 I By The Global Media & Entertainment Investments Trust( 4 )( 8 ) Class A common stock 05/04/2022 P 131,259 A $ 16.4179( 2 ) 15,479,661 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust( 5 )( 8 ) Class A common stock 05/05/2022 P 271,028 A $ 15.9818( 3 ) 15,750,689 D Class A common stock 05/05/2022 P 271,028 A $ 15.9818( 3 ) 15,750,689 I By The Global Media & Entertainment Investments Trust( 4 )( 8 ) Class A common stock 05/05/2022 P 271,028 A $ 15.9818( 3 ) 15,750,689 I By Michael Tabor as beneficiary of The Global Media & Entertainment Investments Trust( 5 )( 8 ) No securities are beneficially owned by Simon Groom( 6 )( 8 ) 0 D No securities are beneficially owned by James Hill( 7 )( 8 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Global Media & Entertainment Investments Ltd BLDG. 2 W. BUS. CTR. MT. PLSNT. VLG. W. RD SP 63131 NASSAU, C500000 X Global Media & Entertainment Investments Trust 24 BOULEVARD PRINCESSE CHARLOTTE MONACO, O998000 X Groom Simon 24 BOULEVARD PRINCESSE CHARLOTTE MONACO, O998000 X Hill James W. 24 BOULEVARD PRINCESSE CHARLOTTE MONACO, O998000 X Tabor Michael 24 BOULEVARD PRINCESSE CHARLOTTE MONACO, O998000 X Signatures /s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, GMEI 05/05/2022 Signature of Reporting Person Date /s/ Jill Refvem, atty-in-fact, The GMEI Trust 05/05/2022 Signature of Reporting Person Date /s/ Jill Refvem, atty-in-fact, Mr. Groom 05/05/2022 Signature of Reporting Person Date /s/ Jill Refvem, atty-in-fact, Mr. Hill 05/05/2022 Signature of Reporting Person Date /s/ Bethany Pfalzgraf /s/ Jill Refvem, attys-in-fact, Mr. Tabor 05/05/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.37 to $16.50, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission ("SEC"), upon request, full information regarding the number of shares of Class A common stock purchased at each separate price within the range set forth in footnotes (1), (2) and (3) to this Form 4. ( 2 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $16.09 to $16.50, inclusive. ( 3 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $15.78 to $16.00, inclusive. ( 4 )The Global Media & Entertainment Investments Trust (the "Trust") is the sole stockholder of Global Media & Entertainment Investments Ltd ("GMEI") and may be deemed to indirectly beneficially own the shares owned directly by GMEI. ( 5 )Michael Tabor is the beneficiary of the Trust and may be deemed to indirectly beneficially own the shares directly owned by GMEI. ( 6 )Simon Groom, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). ( 7 )James Hill, as a trustee of the Trust, does not have a pecuniary interest in the shares directly owned by GMEI and as such is not a beneficial owner for purposes of Section 16 of the Exchange Act. ( 8 )The filing of this Form 4 shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any securities reported herein. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, if any.

Remarks: Exhibit ListExhibit 24.1 - Power of Attorney for GMEI (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022)Exhibit 24.2 - Power of Attorney for The GMEI Trust (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022)Exhibit 24.3 - Power of Attorney for Mr. Groom (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022)Exhibit 24.4 - Power of Attorney for Mr. Hill (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022)Exhibit 24.5 - Power of Attorney for Mr. Tabor (incorporated by reference from Exhibit 24 to the Reporting Persons' Form 3 dated April 15, 2022 and filed with the SEC on April 15, 2022)

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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