Ownership Submission
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

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Temple Chris
   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)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC., 200 E. BASSE ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
05/10/2017
(Street)

SAN ANTONIO, TX 78209		 4. If Amendment, Date Original Filed(Month/Day/Year)
 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 (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

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) $ 7.65 05/10/2017   D(1)     11,776   (2) 08/24/2017 Class A Common Stock 11,776 $ 0 0 D  
Stock Option (Right to Buy) $ 7.65 05/10/2017   A(1)   11,776   05/26/2017 12/17/2023 Class A Common Stock 11,776 $ 0 11,776 D  
Stock Option (Right to Buy) $ 4.93 05/10/2017   D(1)     16,493   (3) 08/24/2017 Class A Common Stock 16,493 $ 0 0 D  
Stock Option (Right to Buy) $ 4.93 05/10/2017   A(1)   16,493   05/26/2017 08/19/2024 Class A Common Stock 16,493 $ 0 16,493 D  
Stock Option (Right to Buy) $ 7.53 05/10/2017   D(1)     15,868   (4) 08/24/2017 Class A Common Stock 15,868 $ 0 0 D  
Stock Option (Right to Buy) $ 7.53 05/10/2017   A(1)   15,868   05/26/2017 06/24/2025 Class A Common Stock 15,868 $ 0 15,868 D  
Stock Option (Right to Buy) $ 6.47 05/10/2017   D(1)     10,000   (5) 08/24/2017 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 6.47 05/10/2017   A(1)   10,000   05/26/2017 05/16/2021 Class A Common Stock 10,000 $ 0 10,000 D  
Stock Option (Right to Buy) $ 5.75 05/10/2017   D(1)     10,000   (6) 08/24/2017 Class A Common Stock 10,000 $ 0 0 D  
Stock Option (Right to Buy) $ 5.75 05/10/2017   A(1)   10,000   05/26/2017 03/29/2022 Class A Common Stock 10,000 $ 0 10,000 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Temple Chris
C/O CLEAR CHANNEL OUTDOOR HOLDINGS, INC.
200 E. BASSE ROAD
SAN ANTONIO, TX 78209		   X      

Signatures

 /s/ Lauren E. Dean, as Attorney-in-Fact for Christopher Temple   05/11/2017
**Signature of Reporting Person Date

Explanation of Responses:

* 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) The reported transactions involve the amendment of five outstanding option grants, resulting in the deemed cancellation of the "old" option and the grant of a replacement option. The reporting person's term as a director will expire on May 26, 2017. The amendments extended the post-service exercise period from 90 days after termination of service as a director (August 24, 2017) to the remainder of each option's original 10-year term, and accelerated the vesting of all unvested option grants.
(2) Of these options, 8,832 were vested as of the date of this report and 2,944 were scheduled to vest on December 13, 2017.
(3) Of these options, 12,369 were vested as of the date of this report and 4,124 were scheduled to vest on April 4, 2018.
(4) Of these options, 3,967 were vested as of the date of this report and 3,967 were scheduled to vest on each of June 24, 2017, June 24, 2018 and June 24, 2019.
(5) These options were vested.
(6) These options were vested.

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