iHeartMedia, Inc. — Director's Dealing 2012

Nov 20, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CC Media Holdings Inc (CCMO)
CIK: 0001400891
Period of Report: 2012-11-19

Reporting Person: HOGAN JOHN E (See Remarks)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-11-19	Class A Common Stock	F	124187	$3.01	Disposed	244460	Direct
2012-11-19	Class A Common Stock	D	39108	—	Disposed	205352	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-11-19	Employee Stock Option (Right to Buy)	$10	D	170000	Disposed	2020-12-31	Class A Common Stock (170000)	Direct
2012-11-19	Employee Stock Option (Right to Buy)	$10	D	27074	Disposed	2021-02-17	Class A Common Stock (27074)	Direct

Footnotes

F1: On October 22, 2012, the issuer granted to the reporting person 163,295 shares of fully-vested restricted stock (the "Additional Shares") pursuant to a tax assistance program being offered in connection with an option exchange program (the "Program"). On November 19, 2012, the issuer repurchased from the reporting person 124,187 of the Additional Shares to fund tax withholdings in connection with the Program and the reporting person forfeited the remaining 39,108 Additional Shares pursuant to the Program.

F2: The cancelled options provided for vesting in four equal annual installments beginning on December 31, 2011.

F3: The cancelled options provided for vesting in four equal annual installments beginning on February 17, 2012.

F4: On November 19, 2012, the issuer cancelled, pursuant to the Program, options granted to the reporting person on December 31, 2010 and February 17, 2011. In exchange for these options, the reporting person retained a replacement share award of restricted stock, which was granted on October 22, 2012 and was reported on a Form 4 filed by the reporting person on October 24, 2012.