UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)
(Amendment No. 5)1
iHeartMedia, Inc.
(Name of Issuer)
Class A Common Stock, $0.001 par value
(Title of Class of Securities)
45174J509
(CUSIP Number)
Global Media & Entertainment Investments Ltd
c/o Rhone Services, Building # 2,
Western Business Center, Mount Pleasant Village
Western Road, P.O. Box SP – 63131
Nassau, Bahamas
+377 97 70 23 00
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2022
(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.
_____________________
1 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 (“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 No. 45174J509
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
|
GLOBAL MEDIA & ENTERTAINMENT INVESTMENTS LTD
|
|
|
|||
|
|
|
||||
|
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a)
|
☐
|
||
|
(b)
|
☐
|
||||
|
|
|
||||
|
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|
|||
|
|
|
||||
|
4
|
SOURCE OF FUNDS
|
|
|
||
|
WC
|
|
|
|||
|
|
|
||||
|
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
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
- 0 -
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
| 15,242,573 |
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
| 15,242,573 |
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 12.5989% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
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
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
- 0 -
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
| 12.5989% |
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
OO
|
|
|
|||
|
|
|
||||
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
|
|
|
||
| 15,242,573 |
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
- 0 -
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.5989%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
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
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
- 0 -
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.5989%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
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
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
9
|
SOLE DISPOSITIVE POWER
|
|
|
||
|
- 0 -
|
|
|
|||
|
|
|
||||
|
10
|
SHARED DISPOSITIVE POWER
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
|
15,242,573
|
|
|
|||
|
|
|
||||
|
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
|
|
☐
|
||
|
|
|
||||
|
|
|
||||
|
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
|
|
||
|
12.5989%
|
|
|
|||
|
|
|
||||
|
14
|
TYPE OF REPORTING PERSON
|
|
|
||
|
IN
|
|
|
|||
|
|
|
||||
CUSIP No. 45174J509
The following constitutes the Amendment No. 5 to the Schedule 13D filed by the undersigned (the “Amendment No. 5”). This Amendment No. 5 amends the Schedule 13D as
specifically set forth herein.
|
Item 3.
|
Source and Amount of Funds or Other Consideration
|
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 15,242,573 Shares directly owned by GMEI is approximately $219,723,096, excluding
brokerage commissions.
|
Item 5.
|
Interest in Securities of the Issuer
|
Item 5 is hereby amended to add the following:
(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 since the filing of Amendment No. 4, inclusive of all transactions effected through 4:00PM, New York City time, on
May 2, 2022, 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 since the filing of Amendment No. 4, inclusive of all transactions effected through 4:00PM, New
York City time, on May 2, 2022.
C. James Hill and Simon Groom (the “Trustees”)
(c) The Trustees have not entered into any transactions in the Shares since the filing of Amendment No. 4, inclusive of all transactions effected through 4:00PM,
New York City time, on May 2, 2022.
D. Michael Tabor (the “Beneficiary”)
(c) The Beneficiary has not entered into any transactions in the Shares since the filing of Amendment No. 4, inclusive of all transactions effected through
4:00PM, New York City time, on May 2, 2022.
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.
|
Item 7.
|
Material to be Filed as Exhibits.
|
|
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
SIGNATURES
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: May 2, 2022
|
|
|
GLOBAL MEDIA & ENTERTAINMENT INVESTMENTS LTD
|
||||
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
By:
|
/s/ Bethany Pfalzgraf /s/ Jill Refvem, attorneys-in-fact
|
||
|
|
|
|
|
Name:
|
Simon Groom | |
|
|
|
|
|
Title:
|
Director | |
|
|
|
|
|
|||
|
|
|
|
|
|
||
|
|
|
|
THE GLOBAL MEDIA & ENTERTAINMENT INVESTMENTS TRUST
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
By:
|
/s/ Jill Refvem, attorney-in-fact
|
||
|
|
|
|
|
Name:
|
Simon Groom and James Hill | |
|
|
|
|
|
Title:
|
Trustees | |
|
|
|
|
||||
|
|
|
|
|
|
||
|
|
|
|
/s/ Jill Refvem, attorney-in-fact
|
|||
|
|
|
|
JAMES HILL
|
|||
|
|
|
|
|
|
||
|
|
|
|
|
|
||
|
|
|
|
/s/ Jill Refvem, attorney-in-fact
|
|||
|
|
|
|
SIMON GROOM
|
|||
|
|
|
|
|
|||
|
|
|
|
|
|||
|
|
|
|
/s/ Bethany Pfalzgraf /s/ Jill Refvem, attorneys-in-fact
|
|||
|
|
|
|
MICHAEL TABOR
|
|||
SCHEDULE A
Transactions in Shares Since the Filing of Amendment No. 4
The following table sets forth all transactions in the Shares since the filing of Amendment No. 4, inclusive of all transactions effected through 4:00PM, New York City time, on May 2, 2022,
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.
|
Nature of Transaction
|
Shares of Common Stock
Purchased/(Sold)
|
Price Per
Share($)
|
Price Range ($)
|
Date of
Purchase/Sale
|
Global Media & Entertainment Investments Ltd
|
Purchase of Common Stock
|
619,937
|
$17.7369167
|
$17.25 - $17.90
|
April 25, 2022
|
|
Purchase of Common Stock
|
304,925
|
$16.7703209
|
$16.63 - $16.80
|
April 26, 2022
|
|
Purchase of Common Stock
|
17,342 |
$15.5780060
|
$15.51 - $15.60
|
April 27, 2022
|
| Purchase of Common Stock |
515,829
|
$16.5508231
|
$16.385 - $16.60
|
April 28, 2022
|
| Purchase of Common Stock |
225,140
|
$16.0286302
|
$15.97 - $16.20 |
April 29, 2022
|
| Purchase of Common Stock | 152,262 |
$16.4711881
|
$16.30 - $16.50 |
May 2, 2022
|