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 *
WELLS SCOTT
   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
__X__ Officer (give title below) _____ Other (specify below)
See Remarks.
(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 78258		 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   643,578 (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) $ 6.85 05/01/2019   D   338,600     (4) 03/03/2025 Common Stock 338,600 (3) 0 D  
Option (Right to Buy) (5) $ 7.71 05/01/2019   D   37,764     (6) 06/15/2025 Common Stock 37,764 (5) 0 D  
Option (Right to Buy) (7) $ 5.69 05/01/2019   D   25,654     (8) 06/03/2026 Common Stock 25,654 (7) 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WELLS SCOTT
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
20880 STONE OAK PARKWAY
SAN ANTONIO, TX 78258		       See Remarks.  

Signatures

 /s/ Lauren E. Dean, as Attorney-in-fact on behalf of Scott R. Wells   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. ("Old CCOH") and Clear Channel Holdings, Inc. (n/k/a Clear Channel Outdoor Holdings, Inc.) ("New CCOH") (the "Merger Agreement") in exchange for 643,578 shares of New CCOH common stock.
(2) Includes the following shares of restricted stock disposed of pursuant to the Merger Agreement in exchange for an equal number of shares of New CCOH restricted stock: 22,915 shares of restricted stock which vest on June 15, 2019, 82,236 shares of restricted stock which vest in two equal installments on June 3, 2019 and June 3, 2020, 88,235 shares of restricted stock which vest on June 28, 2019, 208,333 shares of restricted stock which vest in two equal installments on September 7, 2020 and September 7, 2021 and 221,729 shares of restricted stock which vest in two equal installments on September 12, 2021 and September 12, 2022.
(3) Disposed of pursuant to the Merger Agreement in exchange for 338,600 options to purchase common stock of New CCOH.
(4) Of the options, 169,300 options are currently vested and 169,300 will vest upon the achievement of performance conditions.
(5) Disposed of pursuant to the Merger Agreement in exchange for 37,764 options to purchase common stock of New CCOH.
(6) Of the options, 29,323 options are currently vested and 8,442 vest on June 15, 2019.
(7) Disposed of pursuant to the Merger Agreement in exchange for 25,654 options to purchase common stock of New CCOH.
(8) Of the options, 12,827 options are currently vested and 12,827 vest in two equal installments on on June 3, 2019 and June 3, 2020.
 
Remarks:
Mr. Wells' title is Chief Executive Officer - Clear Channel Outdoor Americas.

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