SEC FORM 4 - Clear Channel Outdoor Americas

SEC Form 4
UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
FORM 4
OMB APPROVAL
OMB Number:
3235-0287
Washington, D.C. 20549
December 31,
2014
Expires:
Check this box if no longer
subject to Section 16. Form 4 or
Form 5 obligations may continue.
See Instruction 1(b).
2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [
CCO ]
WELLS SCOTT
(Middle)
(State)
Other (specify
below)
See Remarks
4. If Amendment, Date of Original Filed (Month/Day/Year)
(City)
10% Owner
Officer (give title
below)
03/03/2015
(Street)
TX
Director
3. Date of Earliest Transaction (Month/Day/Year)
200 EAST BASSE ROAD
SAN
ANTONIO
0.5
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X
(First)
hours per
response:
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
1. Name and Address of Reporting Person*
(Last)
Estimated average burden
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
6. Individual or Joint/Group Filing (Check Applicable
Line)
78209
X
Form filed by One Reporting Person
Form filed by More than One Reporting
Person
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)
2.
Transaction
Date
(M onth/Day
/Ye ar)
2A.
De e me d
Exe cution
Date , if any
(M onth/Day
/Ye ar)
3.
Transaction
Code (Instr.
8)
4. Se curitie s Acquire d (A) or
Dispose d Of (D) (Instr. 3, 4
and 5)
Code
Amount
V
(A) or
(D)
Price
6.
Owne rship
Form: Dire ct
(D) or
Indire ct (I)
(Instr. 4)
5. Amount of
Se curitie s
Be ne ficially
Owne d
Following
Re porte d
Transaction(s)
(Instr. 3 and 4)
7. Nature
of Indire ct
Be ne ficial
Owne rship
(Instr. 4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of
De riv ativ e
Se curity
(Instr. 3)
2.
Conv e rsion
or Exe rcise
Price of
De riv ativ e
Se curity
3.
Transaction
Date
(M onth/Day
/Ye ar)
3A.
De e me d
Exe cution
Date , if any
(M onth/Day
/Ye ar)
4.
Transaction
Code (Instr.
8)
Code
Stock
Option
(Right to
Buy)
$ 9.73
03/03/2015
A
V
5. Numbe r
of
De riv ativ e
Se curitie s
Acquire d
(A) or
Dispose d
of (D) (Instr.
3, 4 and 5)
(A)
(D)
330,396
6. Date Exe rcisable and
Expiration Date
(M onth/Day/Ye ar)
Date
Exe rcisable
Expiration
Date
(1)
03/03/2025
7. Title and Amount
of Se curitie s
Unde rlying
De riv ativ e
Se curity (Instr. 3
and 4)
Title
Class A
Common
Stock
8. Price of
De riv ativ e
Se curity
(Instr. 5)
9. Numbe r of
de riv ativ e
Se curitie s
Be ne ficially
Owne d
Following
Re porte d
Transaction(s)
(Instr. 4)
10.
Owne rship
Form:
Dire ct (D)
or Indire ct
(I) (Instr. 4)
$ 0.00
330,396
D
Amount
or
Numbe r
of
Share s
330,396
Explanation of Responses:
1. These options were granted under the Clear Channel Outdoor Holdings, Inc. 2012 Stock Incentive Plan. Fifty percent of the award vests over time (the "Time Vesting Options") and fifty
percent of the award has performance-based vesting. The Time Vesting Options will vest in equal amounts on the first, second, third and fourth anniversaries of the grant date. An additional
165,198 shares will vest, if at all, based on achievement of performance conditions.
Remarks:
Chief Executive Officer-Clear Channel Outdoor Americas Exhibit 24.0 - Power of Attorney
/s/ Hamlet T. Newsom Jr., As
Attorney-in-Fact for Scott
03/03/2015
Wells
** 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 4 (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.
EX-24 2 attachment1.htm EX-24 DOCUMENT
March 1, 2015
POWER OF ATTORNEY
KNOW ALL BY THESE PRESENTS, that the undersigned hereby constitutes and
appoints each of Robert H. Wells, Jr., Hamlet T. Newsom Jr., Brian Coleman and
Scott Hamilton, signing singly, as the undersigned's true and lawful attorneyin-fact to: (i) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and/or director and/or owner of greater
than 10% of the outstanding Common Stock of Clear Channel Outdoor Holdings,
Inc., a Delaware corporation (the "Company"), Forms 3, 4 and 5 in accordance
with Section 16(a) of the Securities Exchange Act of 1934 and the rules
thereunder; (ii) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any such
Form 3, 4 and 5 and timely file such form with the United States Securities and
Exchange Commission and any stock exchange or similar authority; and (iii) take
any other action of any type whatsoever in connection with the foregoing which,
in the opinion of such attorney-in- fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that
the documents executed by such attorney-in-fact on behalf of the undersigned
persuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as such attorney-in-fact may approve in such attorney-infact's discretion.
The undersigned hereby grants to each such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this power of attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in
serving in such capacity at the request of the undersigned, are not assuming,
nor is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of date first written above.
Scott R. Wells
/s/ Scott R. Wells
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