Sec Form 3 Filing - BAIN CAPITAL INVESTORS LLC @ C C Media Holdings Inc - 2008-07-30

FORM 3 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 BAIN CAPITAL INVESTORS LLC 2. Issuer Name and Ticker or Trading Symbol C C Media Holdings Inc [ CCMOV] 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) C/O BAIN CAPITAL PARTNERS, LLC, 111 HUNTINGTON AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/30/2008 (Street) BOSTON, MA02199 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

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 Class B Common Stock, $0.001 par value per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 277,778 ( 2 ) I ( 2 ) ( 3 ) See Footnote ( 3 ) Class C Common Stock, $0.001 par value per share ( 1 ) ( 1 ) ( 1 ) Class A Common Stock 29,483,751 ( 4 ) I ( 4 ) ( 5 ) ( 6 ) ( 7 ) ( 8 ) See Footnotes ( 5 ) ( 6 ) ( 7 ) ( 8 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BAIN CAPITAL INVESTORS LLC C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X Bain Capital (CC) X Offshore, L.P. C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Associates-G C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Associates III C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Associates III-B C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Trust Associates III C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Trust Associates III-B C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Associates III, LLC C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP Associates III-B, LLC C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X BCIP T Associates III, LLC C/O BAIN CAPITAL PARTNERS, LLC 111 HUNTINGTON AVENUE BOSTON, MA02199 X Signatures /s/ Michael F. Goss 07/30/2008 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Subject to certain limitations set forth in the certificate of incorporation of CC Media Holdings, Inc. each share of Class B Common Stock and Class C Common Stock is convertible, at the election of the holder thereof, into one share of Class A Common Stock at any time. ( 2 )Represents 277,778 shares of Class B Common Stock held by Clear Channel Capital IV, LLC ("CC IV") out of the total of 555,556 shares of Class B Common Stock held by CC IV. ( 3 )Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners (CC) IX, L.P. ("BCP IX"), which is the general partner of Bain Capital (CC) IX, L.P. ("Bain Fund IX"), which holds 50% of the limited liability company interests in CC IV. By virtue of these relationships, each of BCI, BCP IX and Bain Fund IX may be deemed to share voting and dispositive power with respect to the 555,556 shares of Class B Common Stock held by CC IV. Each of BCI, BCP IX and Bain Fund IX expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein. ( 4 )Represents 29,483,751 shares of Class C Common Stock held by Clear Channel Capital V, L.P. ("CC V") out of the total of 58,967,502 shares of Class C Common Stock held by CC V. ( 5 )BCI is the sole member of Bain Capital CC Partners, LLC ("Bain CC Partners"), which is the general partner of Bain Capital CC Investors, L.P. ("Bain CC Investors") and which also holds 50% of the limited liability company interests in CC Capital V Manager, LLC ("CC V Manager"). CC V Manager is the general partner of CC V. BCI is the general partner of BCP IX, which is the general partner of each of Bain Fund IX, Bain Capital (CC) IX Coinvestment, L.P. ("Bain Coinvest IX"), Bain Capital (CC) IX Offshore, L.P. ("Bain Offshore Fund IX"), and Bain Capital (CC) IX Coinvestment Offshore, L.P. ("Bain Offshore Coinvest IX" and, together with Bain Fund IX, Bain Coinvest IX and Bain Offshore Fund IX, collectively, the "Bain Fund IX Entities"). BCI is also the general partner of Bain Capital Partners (CC) X, L.P. ("BCP X), which is the general partner of each of Bain Capital (CC) X, L.P. ("Bain Fund X") and Bain Capital (CC) X Offshore, L.P. (Continued in footnote 6). ( 6 )("Bain Offshore Fund X" and, together with Bain Fund X, the "Bain Fund X Entities"). BCI is also the managing partner of each of BCIP Associates - G ("BCIP Associates G"), BCIP Associates III ("BCIP Associates III"), BCIP Associates III - B ("BCIP Associates III - B"), BCIP Trust Associates III ("BCIP Trust Associates III") and BCIP Trust Associates III-B ("BCIP Trust Associates III B" and, collectively with BCIP Associates G, BCIP Associates III, BCIP Associates III - B and BCIP Trust Associates III, the "BCIP Funds"). BCIP Associates III is the manager and sole member of BCIP Associates III, LLC, BCIP Associates III-B is the manager and sole member of BCIP Associates III-B, LLC, BCIP Trust Associates III is the manager and sole member of BCIP T Associates III, LLC, and BCIP Trust Associates III-B is the manager and sole member of BCIP T Associates III-B, LLC. (Continued in footnote 7). ( 7 )Each of the Bain Fund IX Entities, the Bain Fund X Entities and the BCIP Funds hold limited partnership interests of Bain CC Investors, which holds 50% of the limited partnership interests in CC V. By virtue of these relationships, each of BCI, Bain CC Partners, Bain CC Investors, CC V Manager, BCP IX, BCP X, each of the Bain Fund IX Entities and each of the Bain Fund X Entities may be deemed to share voting and dispositive power with respect to the 58,967,502 shares of Class C Common Stock held by CC V. (Continued in footnote 8). ( 8 )Each of BCI, Bain CC Partners, Bain CC Investors, CC V Manager, BCP IX, BCP X, each of the Bain Fund IX Entities and each of the Bain Fund X Entities expressly disclaims beneficial ownership of any securities owned beneficially or of record by any person or persons other than itself for purposes of Section 13(d)(3) and Rule 13d-3 of the Securities Exchange Act of 1934 and expressly disclaims beneficial ownership of any such securities except to the extent of its pecuniary interest therein.

Remarks: Form 2 of 3.

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).

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