Sec Form 13D Filing - Liberty Media Corp (FWONK) filing for iHeartMedia Inc. (IHRT) - 2021-10-07

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A (Amendment No. 1)*

Under the Securities Exchange Act of 1934

 

IHEARTMEDIA, INC.

(Name of Issuer)

 

CLASS A COMMON STOCK, PAR VALUE $.001 PER SHARE

(Title of Class of Securities)

 

45174J509

(CUSIP Number)

 

Renee L. Wilm

Chief Legal Officer and Chief Administrative Officer
Liberty Media Corporation
12300 Liberty Boulevard
Englewood, Colorado 80112
(720) 875-5400

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

October 5, 2021

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

 

* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

CUSIP Number:    45174J509
	1.	Names of Reporting Persons   Liberty Media Corporation
	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			¨
		(b)			¨
	3.	SEC Use Only
	4.	Source of Funds (See Instructions) OO
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Item 2(d) or 2(e)     ¨
	6.	Citizenship or Place of Organization Delaware
Number of Shares Beneficially Owned by Each Reporting Person With:			7.	Sole Voting Power   0
			8.	Shared Voting Power   0
			9.	Sole Dispositive Power   0
			10.	Shared Dispositive Power   0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person   0
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   ¨
	13.	Percent of Class Represented by Amount in Row (11)   0%
	14.	Type of Reporting Person (See Instructions)   CO

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

 

SCHEDULE 13D/A

(Amendment No. 1)

 

Statement of

 

LIBERTY MEDIA CORPORATION

 

Pursuant to Section 13(d) of the
Securities Exchange Act of 1934

 

in respect of

 

IHEARTMEDIA, INC.

 

This statement on Schedule 13D/A relates to the shares of Class A common stock, par value $.001 per share (the “Class A Common Stock”), of iHeartMedia, Inc., a Delaware corporation (the “Issuer”). The statement on Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) by Liberty Media Corporation, a Delaware corporation (the “Reporting Person”), on November 16, 2020 (the “Schedule 13D”) is hereby amended and supplemented to include the information set forth herein. This amended statement on Schedule 13D/A constitutes Amendment No. 1 to the Schedule 13D (this “Amendment,” and together with the Schedule 13D, this “Statement”). This Amendment constitutes an exit filing of the Reporting Person in respect of shares of Class A Common Stock previously reported as beneficially owned by the Reporting Person. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.

 

Item 2.   Identity and Background

 

The information contained in Item 2(d)-(f) of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(d) - (f)

 

Schedule 1, attached to this Statement and incorporated herein by reference, provides the required information with respect to each executive officer and director, as applicable, of the Reporting Person (the “Schedule 1 Persons”). Each of such executive officers and directors is a citizen of the United States, unless otherwise noted on Schedule 1.

 

During the last five years, neither the Reporting Person nor any of the Schedule 1 Persons (to the knowledge of the Reporting Person) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction resulting in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

 

Item 4.   Purpose of Transaction

 

The information contained in Item 4 of the Schedule 13D is hereby amended and supplemented by adding the following:

 

On October 5, 2021, the Reporting Person determined to dispose of all of the securities of the Issuer beneficially owned by it and executed a block trade for 5,941,248 shares of Class A Common Stock at a price per share of $25.25 through a broker in the open market.  As a result of the block trade, together with previous market sales made from time to time, the Reporting Person no longer beneficially owns any shares of Class A Common Stock.

 

 

Item 5.   Interest in Securities of the Issuer

 

The information contained in Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

 

(a) The Reporting Person beneficially owns no shares of Class A Common Stock.

 

(b) Not applicable.

 

(c) Other than as disclosed in this Statement, no transactions were effected by the Reporting Person, or, to the knowledge of the Reporting Person, any Schedule 1 Person, with respect to the Class A Common Stock during the 60 days preceding the date hereof.

 

(d) Not applicable.

 

(e) On October 5, 2021, the Reporting Person ceased to be a beneficial owner of more than five percent of the outstanding Class A Common Stock.

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Statement is true, complete and correct.

 

Dated:  October 7, 2021	LIBERTY MEDIA CORPORATION
	By:	/s/ Brittany A. Uthoff
		Name:	Brittany A. Uthoff
		Title:	Vice President

 

 

 Schedule 1

 

DIRECTORS AND EXECUTIVE OFFICERS

OF

LIBERTY MEDIA CORPORATION

 

The name and present principal occupation of each director and executive officer of Liberty Media Corporation (“Liberty”) is set forth below.  Unless otherwise noted, the business address for each person listed below is c/o Liberty Media Corporation, 12300 Liberty Boulevard, Englewood, Colorado 80112.  All executive officers and directors listed are United States citizens, except for M. Ian G. Gilchrist, who is a citizen of the United States and Canada.

 

Name and Business Address (if applicable)		Principal Occupation and Principal Business (if applicable)
John C. Malone		Chairman of the Board and Director of Liberty
Gregory B. Maffei		Chief Executive Officer, President and Director of Liberty
Robert R. Bennett		Director of Liberty; Managing Director of Hilltop Investments, LLC
Derek Chang		Director of Liberty
Brian M. Deevy		Director of Liberty
M. Ian G. Gilchrist		Director of Liberty
Evan D. Malone		Director of Liberty; President of NextFab Studio, LLC and Owner and Manager of 1525 South Street LLC
David E. Rapley		Director of Liberty
Larry E. Romrell		Director of Liberty
Andrea L. Wong		Director of Liberty
Brian J. Wendling		Chief Accounting Officer and Principal Financial Officer of Liberty
Albert E. Rosenthaler		Chief Corporate Development Officer of Liberty
Renee L. Wilm		Chief Legal Officer and Chief Administrative Officer of Liberty