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

Insider filing report for Changes in Beneficial Ownership

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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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3235-0287

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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	_____ 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)
05/01/2019

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
New Class A Common Stock	05/01/2019		A		43,457 ^{( 2 )}	A	$ 0 ^{( 2 )} ^{( 8 )}	43,457 ^{( 1 )} ^{( 2 )} ^{( 8 )}	D
New Class A Common Stock	05/01/2019		A		146,919 ^{( 3 )}	A	$ 0 ^{( 3 )} ^{( 8 )}	146,919 ^{( 1 )} ^{( 3 )} ^{( 8 )}	D
New Class A Common Stock	05/01/2019		A		43,334 ^{( 4 )}	A	$ 0 ^{( 4 )} ^{( 8 )}	43,334 ^{( 1 )} ^{( 4 )} ^{( 8 )}	D
New Class A Common Stock	05/01/2019		A		0 ^{( 5 )}	A	$ 0	0 ^{( 5 )} ^{( 8 )}	I	See footnote ^{( 5 )} ^{( 8 )}
New Class A Common Stock	05/01/2019		A		0 ^{( 6 )}	A	$ 0	0 ^{( 6 )} ^{( 8 )}	I	See footnote ^{( 6 )} ^{( 8 )}
New Class A Common Stock	05/01/2019		A		0 ^{( 7 )}	A	$ 0	0 ^{( 7 )} ^{( 8 )}	I	See footnote ^{( 7 )}

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Special Warrants	$ 0.01	05/01/2019		A		325,613 ^{( 4 )} ^{( 8 )}		05/01/2019	05/01/2039	New Class A Common Stock or New Class B Common Stock	325,613 ^{( 4 )} ^{( 8 )}	$ 0 ^{( 4 )}	325,613 ^{( 4 )} ^{( 8 )}	D
Special Warrants	$ 0.01	05/01/2019		A		0 ^{( 5 )} ^{( 8 )}		05/01/2019	05/01/2039	New Class A Common Stock or New Class B Common Stock	0 ^{( 5 )} ^{( 8 )}	$ 0	0 ^{( 5 )} ^{( 8 )}	I	See footnote ^{( 5 )} ^{( 8 )}
Special Warrants	$ 0.01	05/01/2019		A		0 ^{( 6 )} ^{( 8 )}		05/01/2019	05/01/2039	New Class A Common Stock or New Class B Common Stock	0 ^{( 6 )} ^{( 8 )}	$ 0	0 ^{( 6 )} ^{( 8 )}	I	See footnote ^{( 6 )} ^{( 8 )}
Special Warrants	$ 0.01	05/01/2019		A		0 ^{( 7 )} ^{( 8 )}		05/01/2019	05/01/2039	New Class A Common Stock or New Class B Common Stock	0 ^{( 7 )} ^{( 8 )}	$ 0	0 ^{( 7 )}	I	See footnote ^{( 7 )} ^{( 8 )}

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HIGHFIELDS CAPITAL I LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116	X
HIGHFIELDS CAPITAL II LP C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST., 59TH FLOOR BOSTON, MA02116	X
Highfields Capital III L.P. P.O. BOX 896, I NEXUS WAY - SUITE #5203 HELICONIA COURTYARD, CAMANA BAY GRAND CAYMAN, E9KY1-1103	X
Highfields Associates LLC C/O HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST, 59TH FLOOR BOSTON, MA02116	X
HIGHFIELDS CAPITAL MANAGEMENT LP 200 CLARENDON ST., 59TH FLOOR BOSTON, MA02116	X
HIGHFIELDS GP LLC C/O HIGHFIELDS MANAGEMENT 200 CLARENDON ST., 59TH FLOOR BOSTON, MA02116	X

**Signatures**
/s/ Scott D. Pomfret as attorney-in-fact		05/03/2019
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )On March 14, 2018, iHeartMedia, Inc. (the "Issuer") and certain of its direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On January 22, 2019, the Bankruptcy Court entered an order confirming the Debtors' Modified Fifth Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on May 1, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.
( 2 )These shares were acquired or are held, as applicable, directly by Highfields I LP. Represents shares of the Issuer's Class A common stock, par value $0.001 per share (the "New Class A Common Stock"), issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person.
( 3 )These shares were acquired or are held, as applicable, directly by Highfields II LP. Represents shares of New Class A Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person.
( 4 )These shares were acquired or are held, as applicable, directly by Highfields III L.P. Represents shares of New Class A Common Stock and Special Warrants to Purchase New Class A Common Stock or New Class B Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019of the Issuer held by the Reporting Person.
( 5 )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 acquired 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.
( 6 )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 acquired or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2).
( 7 )Highfields GP is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares acquired 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.
( 8 )Upon effectiveness of the Plan, Jonathon Jacobson, who was deputized by the Reporting Persons to the board of directors of the Issuer, resigned.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Sec Form 4 Filing - HIGHFIELDS CAPITAL I LP @ iHeartMedia, Inc. - 2019-05-01