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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
Tremblay Dale W
  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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 20880 STONE OAK PARKWAY
3. Date of Earliest Transaction (Month/Day/Year)
05/01/2019
(Street)

SAN ANTONIO, TX 78209
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ 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
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 05/01/2019   D   158,197 (2) D (1) 0 D  

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
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
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Option (Right to buy) (3) $ 5.634 05/01/2019   D     10,000   (4) 03/01/2021 Common Stock 10,000 (3) 0 D  
Option (Right to buy) (5) $ 6.874 05/01/2019   D     11,776   (6) 12/17/2023 Common Stock 11,776 (5) 0 D  
Option (Right to buy) (7) $ 6.754 05/01/2019   D     15,868   (8) 06/24/2025 Common Stock 15,868 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Tremblay Dale W
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78209
  X      

Signatures

 /s/ Lauren E. Dean, as Attorney-in-fact on behalf of Dale W. Tremblay   05/02/2019
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) Disposed of pursuant to the merger agreement between Clear Channel Outdoor Holdings, Inc. and Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH") (the "Merger Agreement") in exchange for 158,197 shares of common stock of New CCOH.
(2) Includes 6,490 shares of restricted stock disposed of pursuant to the Merger Agreement in exchange for 3,245 shares of New CCOH restricted stock. The remaining 3,245 shares were forfeited upon termination of Mr. Tremblay's position as director.
(3) This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 10,000 options to purchase common stock of New CCOH.
(4) The options are fully vested.
(5) This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 11,776 options to purchase common stock of New CCOH.
(6) The options are fully vested.
(7) This option was assumed by New CCOH pursuant to the Merger Agreement and replaced with 15,868 options to purchase common stock of New CCOH.
(8) Of the options, 11,901 options are currently vested and 3,967 vest on June 24, 2019.

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