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^*

Clark David Meldrum

(Last)

(First)

(Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.

200 EAST BASSE ROAD

(Street)

SAN ANTONIO

78209

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/10/2009

3. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [ CCO ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, GC-Americas & Asst. Secy.

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	553⁽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⁾	01/12/2012	Class A Common Stock	3,513	$17.89	D
Employee Stock Option (right to buy)	⁽³⁾	11/11/2012	Class A Common Stock	2,500	$18	D
Employee Stock Option (right to buy)	⁽³⁾	11/11/2012	Class A Common Stock	7,500	$18	D
Employee Stock Option (right to buy)	⁽⁴⁾	05/23/2017	Class A Common Stock	2,000	$29.03	D
Employee Stock Option (right to buy)	⁽⁵⁾	05/16/2018	Class A Common Stock	6,135	$20.64	D
Employee Stock Option (right to buy)	⁽⁶⁾	02/06/2019	Class A Common Stock	8,492	$5.28	D
Employee Stock Option (right to buy)	⁽⁷⁾	07/08/2019	Class A Common Stock	10,000	$4.14	D

Explanation of Responses:

1. Shares represent a restricted stock award vesting in four annual installments. The restrictions have lapsed with respect to 219 shares and will lapse with respect to the remaining 334 shares in equal installments on May 23, 2010 and May 23, 2011.

2. The option vests in three annual installments: 25% became exercisable on January 12, 2008, 25% became exercisable on January 12, 2009, and the remaining 50% will become exercisable on January 12, 2010.

3. The option vests in three annual installments: 25% became exercisable on November 11, 2008, 25% will become exercisable on November 11, 2009, and the remaining 50% will become exercisable on November 11, 2010.

4. The option vests in four equal annual installments. The first two installments became exercisable on May 23, 2008 and May 23, 2009, and the next two installments become exercisable on May 23, 2010 and May 23, 2011.

5. The option vests in four equal annual installments. The first installment became exercisable on May 16, 2009, and the next three installments become exercisable on May 16, 2010, May 16, 2011, and May 16, 2012.

6. The option will vest in four equal annual installments beginning on February 6, 2010.

7. The option will vest in four equal annual installments beginning on July 8, 2010.

	Hamlet T. Newsom, Jr., Attorney-in-Fact for David Meldrum Clark	09/15/2009
	** 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.
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