Sec Form 4/A Filing - PITTMAN ROBERT W @ iHeartMedia, Inc. - 2015-03-25

FORM 4/A 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 PITTMAN ROBERT W 2. Issuer Name and Ticker or Trading Symbol iHeartMedia, Inc. [ IHRT] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Executive Officer (Last) (First) (Middle) C/O IHEARTMEDIA, INC., 200 E. BASSE ROAD, SUITE 100 3. Date of Earliest Transaction (MM/DD/YY) 03/25/2015 (Street) SAN ANTONIO, TX78209 4. If Amendment, Date Original Filed (MM/DD/YY) 03/27/2015 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 03/25/2015 P( 1 ) 200 A $ 4.5 550,200 D Class A Common Stock 03/27/2015 P( 1 ) 200 A $ 4.69 550,400 D Class A Common Stock 706,215 I By Pittman CC, LLC ( 2 )

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 PITTMAN ROBERT W C/O IHEARTMEDIA, INC. 200 E. BASSE ROAD, SUITE 100 SAN ANTONIO, TX78209 X Chief Executive Officer Signatures /s/ Lauren E. Dean, as attorney-in-fact on behalf of Robert W. Pittman 11/15/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported transaction was made pursuant to a Rule 10b5-1 plan adopted on March 11, 2015. ( 2 )The reported item represents shares of Class A Common Stock beneficially owned by Pittman CC, LLC, a limited liability company controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.

Remarks: On March 27, 2015, the reporting person filed a Form 4 that inadvertently overstated the number of shares of Class A common stock directly beneficially owned by the reporting person in Column 5 of Table I by 378,000 shares. This amendment is being filed to correct the number of shares reported in Column 5. All of the Forms 4 filed by the reporting person between March 27, 2015 and August 21, 2015 similarly overstated the total number of shares directly beneficially owned by the reporting person in Column 5 by 378,000 shares and should be deemed amended by the filing of this amendment. As of the filing of this amendment, the reporting person directly beneficially owns 653,983 shares of Class A common stock, including 500,000 restricted shares of Class A common stock, of which 50,000 vest on October 15, 2017, 100,000 vest in equal installments on December 31, 2017 and December 31, 2018 and 350,000 are subject to performance vesting (none of which have vested as of the date of this amendment).

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.