Sec Form 13D Filing - Global Media & Entertainment Investments Ltd filing for iHeartMedia Inc. (IHRT) - 2022-04-12

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CUSIP No. 45174J509

1	NAMES OF REPORTING PERSONS
	THE GLOBAL MEDIA & ENTERTAINMENT INVESTMENTS TRUST
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	BAHAMAS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			- 0 -
		8	SHARED VOTING POWER
			11,644,385
		9	SOLE DISPOSITIVE POWER
			- 0 -
		10	SHARED DISPOSITIVE POWER
			11,644,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,644,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6248%
14	TYPE OF REPORTING PERSON
	OO

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CUSIP No. 45174J509

1	NAMES OF REPORTING PERSONS
	JAMES HILL
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED KINGDOM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			- 0 -
		8	SHARED VOTING POWER
			11,644,385
		9	SOLE DISPOSITIVE POWER
			- 0 -
		10	SHARED DISPOSITIVE POWER
			11,644,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,644,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6248%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP No. 45174J509

1	NAMES OF REPORTING PERSONS
	SIMON GROOM
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED KINGDOM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			- 0 -
		8	SHARED VOTING POWER
			11,644,385
		9	SOLE DISPOSITIVE POWER
			- 0 -
		10	SHARED DISPOSITIVE POWER
			11,644,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,644,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6248%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP No. 45174J509

1	NAMES OF REPORTING PERSONS
	MICHAEL TABOR
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP			(a)	☐
				(b)	☐
3	SEC USE ONLY
4	SOURCE OF FUNDS
	AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(D) OR 2(E)				☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	UNITED KINGDOM
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER
			- 0 -
		8	SHARED VOTING POWER
			11,644,385
		9	SOLE DISPOSITIVE POWER
			- 0 -
		10	SHARED DISPOSITIVE POWER
			11,644,385
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	11,644,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES				☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	9.6248%
14	TYPE OF REPORTING PERSON
	IN

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CUSIP No. 45174J509

The following constitutes the Amendment No. 3 to the Schedule 13D filed by the undersigned (the “Amendment No. 3”). This Amendment No. 3 amends the Schedule 13D as specifically set forth herein.

Item 3 is hereby amended to add the following:

The shares of Class A Common Stock, $0.001 par value (the “Shares”) of iHeartMedia, Inc., a Delaware corporation (the “Issuer”) directly owned by Global Media & Entertainment Investments Ltd (“GMEI”)  were purchased with working capital (which may, at any given time, include margin loans made by brokerage firms in the ordinary course of business) in open market purchases, except as otherwise noted.  The aggregate purchase price of the 11,644,385 Shares directly owned by GMEI is ap proximately $155,423,343, excluding brokerage commissions.

Item 4.

Purpose of Transaction

Item 4 is hereby amended to add the following:

On December 22, 2021, in a declaratory ruling, the Federal Communications Commission granted approval for the Reporting Persons to increase their investments in the Issuer up to any non-controlling interest not to exceed 14.99%, as reported by the Issuer in its Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission (the “SEC”) on December 22, 2021.

Item 5 is hereby amended to add the following:

The aggregate percentage of the Shares of the Issuer reported owned by each person named herein is based upon 120,983,728 Shares outstanding, which is the total number of Shares outstanding as of March 17, 2022, as disclosed in the Issuer’s most recent Proxy Statement on Schedule 14A filed with the SEC on March 29, 2022.

(a) and (b) The responses of the Reporting Persons to rows 7, 8, 9, 10, 11 and 13 on the cover pages of this Schedule 13D are incorporated herein by reference.

A.          GMEI

(c)         The transactions in the Shares by GMEI during the past sixty days are set forth in Schedule A and are incorporated herein by reference. All transactions reflected in the table were effected in the open market.

B.          The Global Media & Entertainment Investments Trust (the “Trust”)

(c)          The Trust has not entered into any transactions in the Shares during the past sixty days.

C.          James Hill and Simon Groom (the “Trustees”)

(c)          The Trustees have not entered into any transactions in the Shares during the past sixty days.

D.          Michael Tabor (the “Beneficiary”)

(c)          The Beneficiary has not entered into any transactions in the Shares during the past sixty days.

The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, the beneficial owners of any securities of the Issuer that he, she or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the securities reported herein that he, she, or it does not directly own.

(d)         No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e)          Not applicable.

Exhibit A	Power of Attorney for GMEI, dated December 20, 2021 (incorporated by reference from Exhibit A to the Reporting Persons’ Form 13F dated February 14, 2022 and filed with the SEC on February 14, 2022).
Exhibit B	Power of Attorney for the Trust, dated December 16, 2021 (incorporated by reference from Exhibit A to the Reporting Persons’ Form 13F dated February 14, 2022 and filed with the SEC on February 14, 2022).
Exhibit C	Power of Attorney for Simon Groom, dated December 16, 2021 (incorporated by reference from Exhibit A to the Reporting Persons’Form 13F dated February 14, 2022 and filed with the SEC on February 14, 2022).
Exhibit D	Power of Attorney for James Hill, dated December 16, 2021 (incorporated by reference from Exhibit A to the Reporting Persons’ Form 13F dated February 14, 2022 and filed with the SEC on February 14, 2022).
Exhibit E	Power of Attorney for Michael Tabor, dated December 19, 2021 (incorporated by reference from Exhibit A to the Reporting Persons’ Form 13F dated February 14, 2022 and filed with the SEC on February 14, 2022).
Exhibit F	Joint Filing Agreement by and among Honeycomb Investments Limited, The Honeycomb Trust, James Hill, Simon Groom and Michael Tabor (incorporated by reference from Exhibit 99.1 to the Reporting Persons’ Schedule 13D dated February 5, 2021 and filed with the SEC on February 5, 2021).

CUSIP No. 45174J509

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 12, 2022

 

 

The following table sets forth all transactions in the Shares effected in the past sixty days by the Reporting Persons.  Except as noted below, all such transactions were effected in the open market through brokers and the prices in the “Price Per Share ($)” and “Price Range ($)” columns exclude commissions and transfer taxes, if any. Where a price range is provided in the column “Price Range ($)”, the price reported in that row’s column “Price Per Share ($)” is a weighted average price and such Shares were purchased in multiple transactions at prices between the price ranges indicated in the column “Price Range ($)”.  The Reporting Persons will undertake to provide to the staff of the SEC, upon request, full information regarding the number of Shares purchased at each separate price.