Sec Form 3 Filing - COCHRANE JUSTIN @ Clear Channel Outdoor Holdings, Inc. - 2023-01-01

FORM 3 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 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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1. Name and Address of Reporting Person COCHRANE JUSTIN 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) CEO, UK & Europe (Last) (First) (Middle) C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 4830 NORTH LOOP 1604W, SUITE 111 3. Date of Earliest Transaction (MM/DD/YY) 01/01/2023 (Street) SAN ANTONIO, TX78249 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 696,978( 1 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) $ 4.65 ( 2 ) 04/10/2023 Common Stock 1,852 < span class="form4-data">D Option (Right to Buy) $ 5.85 ( 2 ) 04/04/2024 Common Stock 2,963 D Option (Right to Buy) $ 7.71 ( 2 ) 06/15/2025 Common Stock 4,154 D Option (Right to Buy) $ 5.69 ( 2 ) 06/03/2026 Common Stock 2,432 D Restricted Stock Units ( 3 ) ( 3 ) ( 3 ) Common Stock 48,544 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other COCHRANE JUSTIN C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC. 4830 NORTH LOOP 1604W, SUITE 111 SAN ANTONIO, TX78249 CEO, UK & Europe Signatures /s/ Lynn A. Feldman, as Attorney-in-fact on behalf of Justin Cochrane 01/11/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Includes 504,036 restricted stock units, of which 118,476 vest on February 22, 2023, 80,747 vest on April 1, 2023, 9,311 vest on May 22, 2023, 82,125 vest on October 1, 2023, 80,747 vest on April 1, 2024, 82,125 vest on October 1, 2024 and 50,505 vest on April 1, 2025. ( 2 )Options are fully vested. ( 3 )Restricted stock units, which vest fully on April 1, 2023. Once vested, the restricted stock units 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.

Remarks: Exhibit 24 - Power of Attorney

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).

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