SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

Macri Steven James

(Last)

(First)

(Middle)

C/O IHEARTMEDIA, INC.

200 EAST BASSE ROAD

(Street)

SAN ANTONIO

78209

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
12/10/2014

3. Issuer Name and Ticker or Trading Symbol
iHeartMedia, Inc. [ IHRT ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	SVP, Corporate Finance

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

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

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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	6,303	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Restricted Stock	⁽¹⁾	10/07/2018	Class A Common Stock	90,000	$0.00	D
Restricted Stock	⁽²⁾	07/08/2019	Class A Common Stock	25,000	$0.00	D

Explanation of Responses:

1. The reported item represents an award of restricted stock on October 7, 2014. Of the number of shares reported, 40,000 shares of the restricted stock will vest in four equal annual installments beginning on the first anniversary of the grant date. The remaining 50,000 shares of restricted stock will vest, if at all, based on the achievement of performance conditions. The Reporting Person received the restricted stock award under the iHeartMedia, Inc. 2008 Executive Incentive Plan.

2. The reported item represents an award of restricted stock on July 8, 2014. Of the number of shares reported, 12,500 shares of the restricted stock will vest in five equal annual installments beginning on the first anniversary of the grant date. The remaining 12,500 shares of restricted stock will vest, if at all, based on the achievement of performance conditions. The Reporting Person received the restricted stock award under the iHeartMedia, Inc. 2008 Executive Incentive Plan.

Remarks:

Exhibit 24.0 - Power of Attorney

	/s/ Hamlet T. Newsom Jr., As Attorney-in-Fact for Steven Macri	12/19/2014
	** 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 5 (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.