Director Sivaramakrishnan Kamakshi bought $1,537 worth of shares (1,017 units at $1.51) and sold $373 worth of shares (336 units at $1.11) (SEC Form 4)
$IHRT
Broadcasting
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
iHeartMedia, Inc. [ IHRT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/28/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Class A Common Stock, par value $0.001 per share | 02/28/2025 | P | 139 | A | $1.71 | 139 | I | By Living Trust(1) | ||
| Class A Common Stock, par value $0.001 per share | 02/28/2025 | P | 153 | A | $1.7 | 153 | I | By GRAT(2) | ||
| Class A Common Stock, par value $0.001 per share | 03/21/2025 | P | 168 | A | $1.69 | 321 | I | By GRAT(2) | ||
| Class A Common Stock, par value $0.001 per share | 03/24/2025 | P | 197 | A | $1.76 | 336 | I | By Living Trust(1) | ||
| Class A Common Stock, par value $0.001 per share | 04/07/2025 | P | 190 | A | $1.23 | 511 | I | By GRAT(2) | ||
| Class A Common Stock, par value $0.001 per share | 04/24/2025 | S | 200 | D | $1.02 | 136 | I | By Living Trust(1) | ||
| Class A Common Stock, par value $0.001 per share | 04/28/2025 | P | 170(3) | A | $1.03 | 681 | I | By GRAT(2) | ||
| Class A Common Stock, par value $0.001 per share | 05/16/2025 | S | 136(3) | D | $1.24 | 0 | I | By Living Trust(1) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | ||||||||
| Explanation of Responses: |
| 1. The reported item represents shares of Class A Common Stock beneficially owned by the Sivaramakrishnan Hebsur Living Trust (the "Living Trust"), which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. |
| 2. The reported item represents shares of Class A Common Stock beneficially owned by the Kamakshi Sivaramakrishnan 2023 Annuity Trust (the "GRAT"), which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of such shares except to the extent of her pecuniary interest therein. |
| 3. The GRAT sales of common stock on May 16, 2025 were matchable under Section 16(b) of the Securities Exchange Act of 1934, to the extent of 136 shares at a price per share of $1.24, with the purchase by the Living Trust of 170 shares of common stock at a price per share of $1.03 on April 28, 2025. Ms. Sivaramakrishnan paid to the Issuer $28.56, representing the full amount of the profit realized in connection with the short-swing transaction. |
| /s/ David Hillman, as Attorney-in-Fact for Kamakshi Sivaramakrishnan | 05/30/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||