Sec Form 4 Filing - HOGAN JOHN E @ CC Media Holdings Inc - 2012-11-19

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person HOGAN JOHN E 2. Issuer Name and Ticker or Trading Symbol CC Media Holdings Inc [ CCMO] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) See Remarks (Last) (First) (Middle) C/O CC MEDIA HOLDINGS, INC., 200 EAST BASSE ROAD 3. Date of Earliest Transaction (MM/DD/YY) 11/19/2012 (Street) SAN ANOTNIO, 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 11/19/2012 F 124,187 D $ 3.01 ( 1 ) 244,460 D Class A Common Stock 11/19/2012 D 39,108 D $ 0 ( 1 ) 205,352 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) $ 10 11/19/2012 D 170,000 ( 2 ) 12/31/2020 Class A Common Stock 170,000 ( 4 ) 0 D Employee Stock Option (Right to Buy) $ 10 11/19/2012 D 27,074 ( 3 ) 02/17/2021 Class A Common Stock 27,074 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other HOGAN JOHN E C/O CC MEDIA HOLDINGS, INC. 200 EAST BASSE ROAD SAN ANOTNIO, TX78209 See Remarks Signatures /s/ Michelle S. Miller, as Attorney-in-Fact on hehalf of John E. Hogan 11/20/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On October 22, 2012, the issuer granted to the reporting person 163,295 shares of fully-vested restricted stock (the "Additional Shares") pursuant to a tax assistance program being offered in connection with an option exchange program (the "Program"). On November 19, 2012, the issuer repurchased from the reporting person 124,187 of the Additional Shares to fund tax withholdings in connection with the Program and the reporting person forfeited the remaining 39,108 Additional Shares pursuant to the Program. ( 2 )The cancelled options provided for vesting in four equal annual installments beginning on December 31, 2011. ( 3 )The cancelled options provided for vesting in four equal annual installments beginning on February 17, 2012. ( 4 )On November 19, 2012, the issuer cancelled, pursuant to the Program, options granted to the reporting person on December 31, 2010 and February 17, 2011. In exchange for these options, the reporting person retained a replacement share award of restricted stock, which was granted on October 22, 2012 and was reported on a Form 4 filed by the reporting person on October 24, 2012.

Remarks: Mr. Hogan is Chairman & Chief Executive Officer of Clear Channel Media & Entertainment.

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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.