Home/Filings/4/0001062993-19-001998

4//SEC Filing

HIGHFIELDS CAPITAL I LP 4

Accession 0001062993-19-001998

CIK 0001400891other

View on SEC.gov Company Profile

Filed

May 2, 8:00 PM ET

Accepted

May 3, 5:53 PM ET

Size

34.1 KB

Accession

0001062993-19-001998

Insider Transaction Report

Form 4

Period: 2019-05-01

iHeartMedia, Inc.IHRTQ

HIGHFIELDS CAPITAL I LP

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)

HIGHFIELDS CAPITAL II LP

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)

Highfields Associates LLC

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)

HIGHFIELDS CAPITAL MANAGEMENT LP

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)

HIGHFIELDS GP LLC

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)

Highfields Capital III L.P.

Director10% Owner

Transactions

Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+43,457→ 43,457 total
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
New Class A Common Stock
2019-05-01+43,334→ 43,334 total
Award
New Class A Common Stock
2019-05-01+146,919→ 146,919 total
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
New Class A Common Stock
2019-05-01+0→ 0 total(indirect: See footnote)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)
Award
Special Warrants
2019-05-01+325,613→ 325,613 total
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (325,613 underlying)
Award
Special Warrants
2019-05-01+0→ 0 total(indirect: See footnote)
Exercise: $0.01From: 2019-05-01Exp: 2039-05-01→ New Class A Common Stock or New Class B Common Stock (0 underlying)

Footnotes (8)

[F1]On March 14, 2018, iHeartMedia, Inc. (the "Issuer") and certain of its direct and indirect domestic subsidiaries (collectively, the "Debtors") filed voluntary petitions in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the "Bankruptcy Court"), seeking relief under the provisions of Chapter 11 of Title 11 of the United States Bankruptcy Code. On January 22, 2019, the Bankruptcy Court entered an order confirming the Debtors' Modified Fifth Amended Joint Chapter 11 Plan of Reorganization (as amended, modified or supplemented from time to time, the "Plan"), and on May 1, 2019 (the "Effective Date"), the Plan became effective pursuant to its terms and the Debtors emerged from bankruptcy.
[F2]These shares were acquired or are held, as applicable, directly by Highfields I LP. Represents shares of the Issuer's Class A common stock, par value $0.001 per share (the "New Class A Common Stock"), issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person.
[F3]These shares were acquired or are held, as applicable, directly by Highfields II LP. Represents shares of New Class A Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019 of the Issuer held by the Reporting Person.
[F4]These shares were acquired or are held, as applicable, directly by Highfields III L.P. Represents shares of New Class A Common Stock and Special Warrants to Purchase New Class A Common Stock or New Class B Common Stock issued to the Reporting Person on the Effective Date pursuant to the Plan, in exchange for various principal amounts of Term Loan D Due 2019, Term Loan E Due 2019 and 9% PGN Due 2019of the Issuer held by the Reporting Person.
[F5]Highfields Associates LLC is the general partner of each of Highfields Capital I LP, Highfields Capital II LP and Highfields Capital III L.P. (collectively, the "Funds") and disclaims beneficial ownership of the shares acquired or held by the Funds except to the extent of any pecuniary interest it may have by virtue of its general partner interest in each of the Funds.
[F6]Highfields Capital Management LP ("Highfields Capital Management") is the investment manager to each of the Funds. Highfields Capital Management reports no beneficial ownership of the shares acquired or held by the Funds in reliance on the exclusion for asset-based fees under Rule 16a-1(a)(2).
[F7]Highfields GP is the general partner of Highfields Capital Management and reports no beneficial ownership of the shares acquired or held by the Funds arising from its general partner interest in Highfields Capital Management because Highfields Capital Management reports no beneficial ownership of the shares.
[F8]Upon effectiveness of the Plan, Jonathon Jacobson, who was deputized by the Reporting Persons to the board of directors of the Issuer, resigned.

Documents

1 file

4
form4.xmlPrimary
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Issuer

iHeartMedia, Inc.

CIK 0001400891

→

Entity typeother

IncorporatedDE

Related Parties

filerCIK 0001075385

Filing Metadata

Form type: 4
Filed: May 2, 8:00 PM ET
Accepted: May 3, 5:53 PM ET
Size: 34.1 KB

View on SEC.gov