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^*

Fasbender Jordan

(Last)

(First)

(Middle)

20880 STONE OAK PARKWAY

(Street)

SAN ANTONIO

78258

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/31/2021

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)
	SEE BELOW

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, par value $0.001 per share	30,406⁽¹⁾	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)
Employee Stock Option (right to buy)	⁽²⁾	02/17/2031	Class A Common Stock	15,000	$14.74	D
Employee Stock Option (right to buy)	⁽³⁾	08/14/2030	Class A Common Stock	16,500	$8.98	D
Employee Stock Option (right to buy)	⁽⁴⁾	07/10/2029	Class A Common Stock	10,000	$19	D

Explanation of Responses:

1. Includes 23,125 restricted stock units ("RSUs") that each represent a contingent right to receive one share of Class A Common Stock. 5,000 RSUs will vest in four equal installments on each of the first four anniversaries of February 17, 2021. 10,125 RSUs will vest in three equal installments on each of the next three anniversaries of August 14, 2021. 8,000 RSUs will vest in two equal installments on July 10, 2022 and July 10, 2023. All RSU awards are subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date.

2. The option vests in four equal installments on each of the first four anniversaries of the grant date of February 17, 2021, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date.

3. The option vests, or has vested, in four equal installments on each of the first four anniversaries of the grant date of August 14, 2020, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date.

4. The option vested as to one fifth of the award on July 22, 2019 and the remainder has vested or or will vest in four equal installments on each of the first four anniversaries of the grant date of July 10, 2019, subject to the Reporting Person's continued employment with iHeartMedia, Inc. through each such vesting date.

Remarks:

Title: Executive Vice President, General Counsel and Secretary; Exhibit List: Exhibit 24 - Power of Attorney

	/s/ Jordan Fasbender	02/03/2022
	** 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.