0000921895-24-000517.txt : 20240220
0000921895-24-000517.hdr.sgml : 20240220
20240220164224
ACCESSION NUMBER: 0000921895-24-000517
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240215
FILED AS OF DATE: 20240220
DATE AS OF CHANGE: 20240220
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, L.P. II
CENTRAL INDEX KEY: 0001618783
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654250
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424.253.1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
FORMER NAME:
FORMER CONFORMED NAME: Legion Partners L.P. II
DATE OF NAME CHANGE: 20140905
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kiper Christopher S
CENTRAL INDEX KEY: 0001432744
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654246
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD, SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners Asset Management, LLC
CENTRAL INDEX KEY: 0001560207
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654252
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, L.P. I
CENTRAL INDEX KEY: 0001595909
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654251
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424.253.1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners Special Opportunities, L.P. XVI
CENTRAL INDEX KEY: 0001860433
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654249
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners Holdings, LLC
CENTRAL INDEX KEY: 0001682389
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654247
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Legion Partners, LLC
CENTRAL INDEX KEY: 0001682390
ORGANIZATION NAME:
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654248
BUSINESS ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
BUSINESS PHONE: 424-253-1774
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD., SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: White Raymond T.
CENTRAL INDEX KEY: 0001682494
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-32663
FILM NUMBER: 24654253
MAIL ADDRESS:
STREET 1: 12121 WILSHIRE BLVD.
STREET 2: SUITE 1240
CITY: LOS ANGELES
STATE: CA
ZIP: 90025
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Clear Channel Outdoor Holdings, Inc.
CENTRAL INDEX KEY: 0001334978
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-ADVERTISING [7310]
ORGANIZATION NAME: 07 Trade & Services
IRS NUMBER: 880318078
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 4830 NORTH LOOP 1604W, SUITE 111
CITY: SAN ANTONIO
STATE: TX
ZIP: 78249
BUSINESS PHONE: 210-822-2828
MAIL ADDRESS:
STREET 1: 4830 NORTH LOOP 1604W, SUITE 111
CITY: SAN ANTONIO
STATE: TX
ZIP: 78249
4
1
form409050041_02202024.xml
OWNERSHIP DOCUMENT
X0508
4
2024-02-15
0
0001334978
Clear Channel Outdoor Holdings, Inc.
CCO
0001682494
White Raymond T.
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001560207
Legion Partners Asset Management, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001595909
Legion Partners, L.P. I
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001618783
Legion Partners, L.P. II
12121 WILSHIRE BLVD.
SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001860433
Legion Partners Special Opportunities, L.P. XVI
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001682390
Legion Partners, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001682389
Legion Partners Holdings, LLC
12121 WILSHIRE BLVD., SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0001432744
Kiper Christopher S
12121 WILSHIRE BLVD, SUITE 1240
LOS ANGELES
CA
90025
1
0
0
0
0
Common Stock
2024-02-15
4
A
0
80213
0
A
80213
D
Common Stock
2024-02-15
4
A
0
48128
1.87
A
128341
D
Common Stock
21869019
I
By: Legion Partners, L.P. I
Common Stock
1943844
I
By: Legion Partners, L.P. II
Common Stock
2122933
I
By: Legion Partners Special Opportunities, L.P. XVI
Common Stock
900
I
By: Legion Partners Holdings, LLC
This Form 4 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XVI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Raymond T. White and Christopher S. Kiper (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
Mr. White received 80,213 restricted stock units, which vest on January 1, 2025, under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan (the "Plan").
Mr. White received 48,128 restricted stock units, which vest in four equal installments on April 1, 2024, July 1, 2024, October 1, 2024 and January 1, 2025. Mr. White received these awards under the Plan in lieu of an annual cash retainer for 2024.
Mr. White serves on the Board of the Issuer as a representative of Legion Partners Asset Management and its affiliates. Mr. White does not have a right to any economic interest in securities of the Issuer granted to him by the Issuer in respect of his Board position, except to the extent of his role as a Managing Director of Legion Partners Asset Management. Legion Partners Asset Management is entitled to receive all of the economic interest in securities granted to Mr. White by the Issuer in respect of Mr. White's Board position. Mr. White disclaims beneficial ownership of the Issuer's securities to which this report relates and at no time has Mr. White had any economic interest in such securities except any indirect economic interest through Legion Partners Asset Management and its affiliates, entities in which Mr. White has a controlling interest and investment control.
The securities described in footnotes (2) and (3) represent securities in which Legion Partners Asset Management has all of the direct economic interest. Legion Partners Holdings is the sole member of Legion Partners Asset Management and each of Messrs. Kiper and White are Managing Directors of Legion Partners Asset Management. As a result of these relationships, Legion Partners Holdings and Messrs. Kiper and White may be deemed to beneficially own the securities owned directly by Legion Partners Asset Management.
Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners I.
Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners II.
Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.
Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
Raymond T. White, a managing director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. White) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.
/s/ Raymond T. White
2024-02-20
Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
Legion Partners Special Opportunities, L.P. XVI, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member
2024-02-20
/s/ Christopher S. Kiper
2024-02-20