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
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

DILGER JASON
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)
Chief Accounting Officer
(Last)          (First)          (Middle)

C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 4830 NORTH LOOP 1604W, SUITE 111
3. Date of Earliest Transaction (MM/DD/YYYY)

10/20/2020
(Street)

SAN ANTONIO, TX 78249
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Restricted Stock Units  (1)10/20/2020  A   97087     (2) (2)Common Stock 97087 $0.00 97087 D  

Explanation of Responses:
(1) A restricted stock unit award, once vested, may be settled in shares of common stock, or in cash equal to the fair market value of the number of vested shares, at the election of the compensation committee of the board of directors.
(2) The reported item represents a restricted stock unit award, which will vest in three equal installments on April 1, 2021, April 1, 2022 and April 1, 2023. The reporting person received the award under the Clear Channel Outdoor Holdings, Inc. 2012 Amended and Restated Stock Incentive Plan.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
DILGER JASON
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
4830 NORTH LOOP 1604W, SUITE 111
SAN ANTONIO, TX 78249


Chief Accounting Officer

Signatures
/s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Jason Dilger10/22/2020
**Signature of Reporting PersonDate

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