Sec Form 4 Filing - MAYS RANDALL THOMAS @ CC Media Holdings Inc - 2009-12-22

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 MAYS RANDALL THOMAS 2. Issuer Name and Ticker or Trading Symbol CC Media Holdings Inc [ CCMO] 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) C/O CC MEDIA HOLDINGS, INC., 200 EAST BASSE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 12/22/2009 (Street) SAN ANTONIO, TX78209 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 05/13/2010 J( 1 ) 87,453 A $ 14 635,898 D Class A Common Stock 05/22/2010 F 7,010 ( 2 ) D $ 10 628,888 D Class A Common Stock 07/30/2010 F 33,475 ( 2 ) D $ 6.5 595,413 D Class A Common Stock 102,168 I See Footnote ( 3 )

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 Fo rm 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 Class A Common Stock Options (Right to Buy) ( 4 ) $ 36 12/22/2009 D 1,736,111 ( 4 ) 07/30/2018 Class A Common Stock 1,736,111 ( 4 ) 347,222 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other MAYS RANDALL THOMAS C/O CC MEDIA HOLDINGS, INC. 200 EAST BASSE ROAD SAN ANTONIO, TX78209 X Signatures /s/ Michelle Miller, as Attorney-in-Fact on behalf of Randall T. Mays 10/21/2010 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These shares of Class A Common Stock previously were contributed by the Reporting Person to a grantor retained annuity trust, and were withdrawn by the Reporting Person from the grantor retained annuity trust on May 13, 2010. ( 2 )Transaction represents shares withheld for taxes on vested restricted stock awards. ( 3 )These shares of Class A Common Stock are held by RTM Partners Ltd., of which the Reporting Person controls the sole general partner. ( 4 )Of the 2,083,333 shares originally subject to the option and reported on a Form 4 on July 30, 2008, 1,736,111 shares were cancelled and 347,222 shares vested as described in the Reporting Person's Amended and Restated Employment Agreement dated as of December 22, 2009.

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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