SC 13G/A 1 clch123107a1.txt SCHEDULE 13G HOLDINGS REPORT AMENDMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1) Clear Channel Outdoor Holdings, Inc. (Name of Issuer) Class A Common Stock (Title of Class of Securities) 18451C109 (CUSIP Number) December 31, 2007 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [ ] Rule 13d-1(b) [x] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 18451C109 1. Names of Reporting Person Tracer Capital Management L.P. I.R.S. Identification Nos. of above person (entities only): 20-0377421 2. Check the Appropriate Box if a Member Of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Delaware, United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,717,453 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,717,453 9. Aggregate Amount Beneficially Owned by Each Reporting Person 2,717,453 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.72% 12. Type of Reporting Person IA CUSIP No. 18451C109 1. Names of Reporting Person Tracer Capital Offshore Fund Ltd. I.R.S. Identification Nos. of above person (entities only): N/A 2. Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization Cayman Islands, British West Indies 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 1,997,063 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 1,997,063 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 1,997,063 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 4.94% 12. Type of Reporting Person OO CUSIP No. 18451C109 1. Names of Reporting Person Riley McCormack I.R.S. Identification Nos. of above person (entities only): N/A 2. Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,717,453 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,717,453 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,717,453 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.72% 12. Type of Reporting Person IN CUSIP No. 18451C109 1. Names of Reporting Person Matt Hastings I.R.S. Identification Nos. of above person (entities only): N/A 2. Check the Appropriate Box if a Member of a Group [ ] (a) [ ] (b) 3. SEC Use Only 4. Citizenship or Place of Organization United States 5. Sole Voting Power: 0 Number of Shares 6. Shared Voting Power: 2,717,453 Beneficially Owned by 7. Sole Dispositive Power: 0 Each Reporting Person With 8. Shared Dispositive Power: 2,717,453 9. Aggregate Amount Beneficially Owned by Each Reporting Person: 2,717,453 10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares 11. Percent of Class Represented by Amount in Row (9) 6.72% 12. Type of Reporting Person (See Instructions) IN Item 1. (a) Issuer: Clear Channel Outdoor Holdings, Inc. 1. Address: 200 East Basse Road San Antonio TX 78209 Item 2. (a) Name of Person Filing: Tracer Capital Management L.P. Tracer Capital Offshore Fund Ltd. Riley McCormack Matt Hastings (b) Address of Principal Business Offices: Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 Delaware limited partnership Tracer Capital Offshore Fund Ltd. c/o Goldman Sachs (Cayman) Trust Limited Gardenia Court, Suite 3307 45 Market Street, Camana Bay P.O. Box 896, KY1-1103 Cayman Islands Riley McCormack c/o Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 United States citizen Matt Hastings c/o Tracer Capital Management L.P. 540 Madison Avenue, 33rd Floor New York, New York 10022 United States citizen (c) Citizenship: Please refer to Item 4 on each cover sheet for each filing person (d) Title of Class of Securities: Class A Common Stock (e) CUSIP Number: 18451C109 Item 3. Tracer Capital Management L.P. is an investment advisor in accordance with Rule 13d-1(b)(1)(ii)(E). Item 4. Ownership Please see Items 5 - 9 and 11 for each cover sheet for each filing separately. The sole power to vote or direct the vote of the entire shareholding and the sole power to dispose of or direct the disposal of the entire shareholding has been delegated to Tracer Capital Management L.P. for Tracer Capital Offshore Fund Ltd. and other unregistered funds managed by Tracer Capital Management L.P. Riley McCormack and Matt Hastings, as the sole limited partners of Tracer Capital Management L.P. and the sole managing members of TCM and Company, LLC, the general partner of Tracer Capital Management L.P., control Tracer Capital Management L.P. Item 5. Ownership of Five Percent or Less of a Class Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. Not Applicable Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company Not Applicable Item 8. Identification and Classification of Members of the Group Not Applicable Item 9. Notice of Dissolution of Group Not Applicable Item 10. Certification By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 14, 2008 Tracer Capital Management L.P. By: /s/ Riley McCormack ------------------------- Name: Riley McCormack Title: Managing Member of the General Partner of Tracer Capital Management L.P. Tracer Capital Offshore Fund Ltd. By: /s/ Riley McCormack ------------------------- Name: Riley McCormack Title: Managing Member of the General Partner of Tracer Capital Management L.P. By: /s/ Riley McCormack ------------------------- Name: Riley McCormack By: /s/ Matt Hastings ------------------------- Name: Matt Hastings