iHeartMedia, Inc. — Director's Dealing 2012

Oct 24, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CC Media Holdings Inc (CCMO)
CIK: 0001400891
Period of Report: 2012-10-22

Reporting Person: Casey Thomas W (EVP & CFO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-10-22	Class A Common Stock	A	225000	—	Acquired	225000	Direct
2012-10-22	Class A Common Stock	A	162500	—	Acquired	387500	Direct

Footnotes

F1: On October 22, 2012, the issuer granted the restricted stock reported (the "Replacement Shares") pursuant to an option exchange program (the "Program") that is expected to expire on November 19, 2012. The reporting person may elect to exchange certain of his existing options for the right to retain the Replacement Shares in the Program. If the reporting person ceases to be eligible or declines to participate in the Program, the Replacement Shares will be forfeited and he will retain his existing options with no changes to the terms. Of the Replacement Shares, 50% are vested and the remaining 50% will vest in two equal annual installments beginning on December 31, 2012. The reporting person received the Replacement Shares under the Clear Channel 2008 Executive Incentive Plan.

F2: On October 22, 2012, the issuer granted the fully-vested restricted stock reported (the "Additional Shares") pursuant to a tax assistance program being offered in connection with the Program. If the reporting person participates in the Program and timely delivers a properly completed election form under Internal Revenue Code Section 83(b) to the issuer, the issuer intends to repurchase from him Additional Shares with a value sufficient to fund tax withholdings in connection with the Replacement Shares, subject to an aggregate maximum amount. Any Additional Shares that are not repurchased will be forfeited at the expiration of the Program. If the reporting person does not timely deliver a properly completed 83(b) election form or ceases to be eligible or declines to participate in the Program, all Additional Shares will be forfeited. The reporting person received the Additional Shares under the Clear Channel 2008 Executive Incentive Plan.