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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Common Stock Options (right to buy) | $ 65.1642 | 07/30/2008 | D | 5,222 | (3) | 07/26/2009 | Common Stock | 5,222 | (3) | 0 | D | ||||
| Common Stock Options (right to buy) | $ 66.7798 | 07/30/2008 | D | 5,222 | (4) | 04/26/2010 | Common Stock | 5,222 | (4) | 0 | D | ||||
| Common Stock Options (right to buy) | $ 55.0228 | 07/30/2008 | D | 5,222 | (5) | 04/25/2011 | Common Stock | 5,222 | (5) | 0 | D | ||||
| Common Stock Options (right to buy) | $ 44.9507 | 07/30/2008 | D | 7,833 | (6) | 04/30/2012 | Common Stock | 7,833 | (6) | 0 | D | ||||
| Common Stock Options (right to buy) | $ 38.0861 | 07/30/2008 | D | 7,833 | (7) | 04/23/2013 | Common Stock | 7,833 | (7) | 0 | D | ||||
| Common Stock Options (right to buy) | $ 41.1115 | 07/30/2008 | D | 7,833 | 12/31/2004 | 04/28/2009 | Common Stock | 7,833 | (8) | 0 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FELD ALAN D C/O CLEAR CHANNEL COMMUNICATIONS, INC. 200 EAST BASSE ROAD SAN ANTONIO, TX 78209 |
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| /s/ Alan D. Feld | 07/30/2008 | |
| **Signature of Reporting Person | Date |
| * | 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 merger agreement (the "Merger Agreement") between Clear Channel Communications, Inc. and BT Triple Crown Merger Co., Inc., B Triple Crown Finco, LLC, T Triple Crown Finco, LLC and CC Media Holdings, Inc. ("CC Media"), as amended in exchange for, on a per share basis, either a cash payment of $36.00 or one share of CC Media Class A Common Stock ("Class A Stock"). |
| (2) | These shares are held for the account of the Reporting Person's spouse. The Reporting Person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the Reporting Person is the beneficial owner of such securities for purposes of Section 16 of the Securities and Exchange Act of 1934 or for any other purpose. |
| (3) | These options, which provided for vesting in five equal annual installments beginning July 26, 2000, were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |
| (4) | These options, which provided for vesting in five equal annual installments beginning April 26, 2001, were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |
| (5) | These options, which provided for vesting in five equal annual installments beginning April 25, 2002, were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |
| (6) | These options, which provided for vesting in five equal annual installments beginning April 30, 2003, were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |
| (7) | These options, which provided for vesting in five equal annual installments beginning April 23, 2004, were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |
| (8) | These options were canceled pursuant to the Merger Agreement in exchange for, on a per option basis, either a cash payment of $36.00 or one share of Class A Stock, less the exercise price of the option. |