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Clear Channel Outdoor Holdings Inc.

02/02/2023 | Press release | Distributed by Public on 02/02/2023 08:30

Statement of Changes in Beneficial Ownership - Form 4

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16, Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN 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 *
ARES MANAGEMENT LLC
2. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [CCO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
2000 AVENUE OF THE STARS, 12TH FLOOR
3. Date of Earliest Transaction (Month/Day/Year)
(Street)
LOS ANGELES CA 90067
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Join/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code 4. Securities Acquired (A) or Disposed of (D) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) 6. Ownership Form: Direct (D) or Indirect (I) 7. Nature of Indirect Beneficial Ownership
Code V Amount (A) or (D) Price
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code 5. Number of Derivative Securities Acquired (A) or Disposed of (D) 6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security 8. Price of Derivative Security 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) 11. Nature of Indirect Beneficial Ownership
Code V (A) (D) Date Exercisable Expriation Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ARES MANAGEMENT LLC
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Management Holdings L.P.
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Holdco LLC
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Management Corp
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Management GP LLC
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Voting LLC
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X
Ares Partners Holdco LLC
2000 AVENUE OF THE STARS, 12TH FLOOR

LOS ANGELES, CA90067

X

Signatures

ARES MANAGEMENT LLC /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES MANAGEMENT HOLDINGS L.P. By: ARES HOLDCO LLC, Its general partner /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES HOLDCO LLC /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES MANAGEMENT CORPORATION /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES MANAGEMENT GP LLC /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES VOTING LLC By: ARES PARTNERS HOLDCO LLC, Its sole member /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date
ARES PARTNERS HOLDCO LLC /s/ Anton Feingold By: Anton Feingold Its: Authorized Signatory 2023-02-01
**Signature of Reporting Person Date

Explanation of Responses:

(*) 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).
(1) This statement is being filed by (i) ASSF IV AIV B Holdings III, L.P. ("ASSF IV AIV B Holdings"), (ii) ASSF IV AIV B, L.P. ("ASSF IV AIV B"), (iii) ASSF Operating Manager IV, L.P. ("ASSF Operating Manager IV"), (iv) ASOF Holdings I, L.P. ("ASOF I"), (v) ASOF II Holdings I, L.P. ("ASOF II Holdings I"), (vi) ASOF II A (DE) Holdings I, L.P. ("ASOF II A (DE) Holdings I"), (vii) ASOF Investment Management LLC ("ASOF Investment Management"), (viii) ACOF VI Holdings, L.P. ("ACOF VI"), (ix) ACOF Investment Management LLC ("ACOF Investment Management") (Continued in footnote 2)
(2) (x) Ares Management LLC, (xi) Ares Management Holdings L.P. ("Ares Management Holdings"), (xii) Ares Holdco LLC ("Ares Holdco"), (xiii) Ares Management Corporation ("Ares Management"), (xiv) Ares Voting LLC ("Ares Voting"), (xv) Ares Management GP LLC ("Ares Management GP") and (xvi) Ares Partners Holdco LLC ("Ares Partners") (collectively, the "Reporting Persons"). Due to the electronic system's limitation of 10 Reporting Persons per joint filing, this statement is being filed in two parts.
(3) Ares Partners is the sole member of each of Ares Voting and Ares Management GP, which are respectively the holders of the Class B and Class C common stock of Ares Management, which common stock allows them, collectively, to generally have the majority of the votes on any matter submitted to the stockholders of Ares Management if certain conditions are met. Ares Management is the sole member of Ares Holdco, which is the general partner of Ares Management Holdings, which is the sole member of Ares Management LLC, which is: (a) the general partner of ASSF Operating Manager IV, which is the manager of each of ASSF IV AIV B Holdings and ASSF IV AIV B; (b) the sole member of ASOF Investment Management, which is the manager of ASOF I, ASOF II Holdings I and ASOF II A (DE) Holdings I; and (c) the sole member of ACOF Investment Management, which is the manager of ACOF VI.
(4) Ares Partners is managed by a board of managers, which is composed of Michael J Arougheti, Ryan Berry, R. Kipp deVeer, David B. Kaplan, Antony P. Ressler and Bennett Rosenthal (collectively, the "Board Members"). Mr. Ressler generally has veto authority over Board Members' decisions.
(5) The Reporting Persons collectively beneficially own, or may be deemed to beneficially own, in the aggregate, 55,829,046 shares of Common Stock by reason of the direct or indirect beneficial ownership of such shares as follows: (i) ASSF IV AIV B Holdings directly holds 16,774,031 shares of Common Stock, (ii) ASSF IV AIV B directly holds 1,892,866 shares of Common Stock, (iii) ASOF I directly holds 19,332,427 shares of Common Stock, (iv) ASOF II Holdings I directly holds 5,095,692 shares of Common Stock, (v) ASOF II A (DE) Holdings I directly holds 918,342 shares of Common Stock and (vi) ACOF VI directly holds 11,815,688 shares of Common Stock.
(6) Each of the Reporting Persons and the Board Members, and the other directors, officers, partners, stockholders, members and managers of the Reporting Persons, expressly disclaims beneficial ownership of the Common Stock, except to the extent of any pecuniary interest therein, and this Form 4 shall not be deemed an admission that any such person or entity is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purposes.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.