SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

HIGHFIELDS CAPITAL I LP

(Last)

(First)

(Middle)

200 CLARENDON ST, 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

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)

3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	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⁾

1. Name and Address of Reporting Person^*

HIGHFIELDS CAPITAL I LP

(Last)

(First)

(Middle)

200 CLARENDON ST, 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

HIGHFIELDS CAPITAL II LP

(Last)

(First)

(Middle)

C/O HIGHFIELDS CAPITAL MANAGEMENT LP

200 CLARENDON ST., 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Highfields Capital III L.P.

(Last)

(First)

(Middle)

P.O. BOX 896, I NEXUS WAY - SUITE #5203

HELICONIA COURTYARD, CAMANA BAY

(Street)

GRAND CAYMAN

KY1-1103

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

Highfields Associates LLC

(Last)

(First)

(Middle)

C/O HIGHFIELDS CAPITAL MANAGEMENT LP

200 CLARENDON ST, 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

HIGHFIELDS CAPITAL MANAGEMENT LP

(Last)

(First)

(Middle)

200 CLARENDON ST., 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

1. Name and Address of Reporting Person^*

HIGHFIELDS GP LLC

(Last)

(First)

(Middle)

C/O HIGHFIELDS MANAGEMENT

200 CLARENDON ST., 59TH FLOOR

(Street)

BOSTON

02116

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

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.

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