Sec Form 4 Filing - HIGHFIELDS CAPITAL I LP @ iHeartMedia, Inc. - 2018-12-14

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 HIGHFIELDS CAPITAL I LP 2. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHRTQ] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) , 200 CLARENDON ST, 59TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/14/2018 (Street) BOSTON, MA02116 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 12/14/2018 S 827,466 ( 1 ) D $ 0.16 0 ( 1 ) D Class A Common Stock 12/14/2018 S 2,820,796 ( 2 ) D $ 0.16 0 ( 2 ) D Class A Common Stock 12/14/2018 S 6,302,248 ( 3 ) D $ 0.16 0 ( 3 ) D Class A Common Stock 12/14/2018 S 0 ( 4 ) D $ 0 0 ( 4 ) I See Footnote ( 4 ) Class A Common Stock 12/14/2018 S 0 ( 5 ) D $ 0 0 ( 5 ) I See Footnote ( 5 ) Class A Common Stock 12/14/2018 S 0 ( 6 ) D $ 0 0 ( 6 ) I See Footnote ( 6 )

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 HIGHFIELDS CAPITAL I LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116 X X HIGHFIELDS CAPITAL II LP C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116 X X Highfields Capital III L.P. P.O. BOX 896, GARDENIA COURT 45 MARKET STREET, CAMANA BAY GRAND CAYMAN KY1-1103, E9 X X Highfields Associates LLC C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116 X X HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116 X X HIGHFIELDS GP LLC C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116 X X Signatures /s/ Scott D. Pomfret as attorney-in-fact 12/18/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares were sold or are held, as applicable, directly by Highfields I LP. ( 2 )These shares were sold or are held, as applicable, directly by Highfields II LP. ( 3 )These shares were sold or are held, as applicable, directly by Highfields III L.P. ( 4 )Highfields Associates LLC is the general partner of each of Highfields Capital I LP, Highfields Capital II LP and Highfields Capital III L.P. (collectively, the "Funds") and disclaims beneficial ownership of the shares sold or held by the Funds except to the extent of any pecuniary interest it may have by virtue of its general partner interest in each of the Funds. ( 5 )Highfields Capital Management LP ("Highfields Capital Management") is the investment manager to each of the Funds. Highfields Capital Management reports no beneficial ownership of the shares sold or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2). ( 6 )Highfields GP is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares sold or held by the Funds arising from its general partner interest in Highfields Capital Management because Highfields Capital Management reports no beneficial ownership of the shares.

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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