0001193125-15-090988.txt : 20150313 0001193125-15-090988.hdr.sgml : 20150313 20150313151233 ACCESSION NUMBER: 0001193125-15-090988 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150311 ITEM INFORMATION: Other Events FILED AS OF DATE: 20150313 DATE AS OF CHANGE: 20150313 FILER: COMPANY DATA: COMPANY CONFORMED NAME: iHeartMedia, Inc. CENTRAL INDEX KEY: 0001400891 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 260241222 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53354 FILM NUMBER: 15699061 BUSINESS ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 BUSINESS PHONE: 210-832-3314 MAIL ADDRESS: STREET 1: 200 EAST BASSE ROAD CITY: SAN ANTONIO STATE: TX ZIP: 78209 FORMER COMPANY: FORMER CONFORMED NAME: CC Media Holdings Inc DATE OF NAME CHANGE: 20090721 FORMER COMPANY: FORMER CONFORMED NAME: C C Media Holdings Inc DATE OF NAME CHANGE: 20070730 FORMER COMPANY: FORMER CONFORMED NAME: BT Triple Crown Capital Holdings III, Inc. DATE OF NAME CHANGE: 20070524 8-K 1 d891063d8k.htm 8-K 8-K

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 11, 2015

 

 

IHEARTMEDIA, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-53354   26-0241222

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(I.R.S. Employer

Identification No.)

200 East Basse Road

San Antonio, Texas 78209

(Address of principal executive offices)

Registrant’s telephone number, including area code: (210) 822-2828

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

Item 8.01 Other Events

On March 11, 2015, Robert Pittman, the Chairman and Chief Executive Officer of iHeartMedia, Inc. (the “Company”), and Richard Bressler, the Company’s President, Chief Operating Officer and Chief Financial Officer, each entered into a Rule 10b5-1 trading plan pursuant to Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), for the purpose of acquiring shares of the Company’s Class A Common Stock (ticker: IHRT) in open market transactions or otherwise (each, a “10b5-1 Plan”). The 10b5-1 Plans have been approved by the Company in accordance with its insider trading policy and are intended to comply with Rule 10b5-1 under the Exchange Act, which permits persons to enter into a binding, pre-arranged plan to buy or sell Company stock at a time when such person is not in possession of material, nonpublic information about the Company. Each 10b5-1 Plan contemplates the purchase of shares of the Company’s Class A Common Stock in an aggregate total dollar amount not to exceed $250,000 per plan, and each is scheduled to terminate no later than December 1, 2015 or such earlier date all of the shares to be purchased under the plan have been purchased. The 10b5-1 Plans will become effective, and purchases under the 10b5-1 Plans may commence, on March 25, 2015. Once executed, transactions under the 10b5-1 Plans will be disclosed publicly by Mr. Pittman and Mr. Bressler through Form 4 filings with the Securities and Exchange Commission in accordance with the requirements of Section 16 of the Exchange Act. Mr. Pittman and Mr. Bressler have reserved the right to terminate their respective 10b5-1 Plans at any time, and the Company does not undertake to report any such termination or any other developments with respect to the 10b5-1 Plans, except as may be required by law.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

IHEARTMEDIA, INC.
Date: March 13, 2015 By: /s/ Hamlet T. Newsom, Jr.
Hamlet T. Newsom, Jr.
Vice President, Associate General Counsel and
Assistant Secretary