SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

MAYS MARK P

(Last)

(First)

(Middle)

C/O CC MEDIA HOLDINGS, INC.

200 EAST BASSE ROAD

(Street)

SAN ANTONIO

78209

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
C C Media Holdings Inc [ CCMOV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2008

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/30/2008		A ^{( 1 )}		555,556	A	$0	607,056	D
Class A Common Stock	07/30/2008		A ^{( 2 )}		79,500	A	$0	686,556	D
Class A Common Stock								102,168	I	See Footnote ^{( 3 )}

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock Options (right to buy)	$36	07/30/2008		A		2,083,333		^{( 4 )}	07/30/2018	Class A Common Stock	2,083,333	$0	2,083,333	D
Class A Common Stock Options (right to buy)	$35.06	07/30/2008		A		2,851		07/30/2008	02/19/2013	Class A Common Stock	2,851	$0	2,086,184	D
Class A Common Stock Options (right to buy)	$9.8	07/30/2008		A		8,324		07/30/2008	02/19/2013	Class A Common Stock	8,324	$0	2,094,508	D
Class A Common Stock Options (right to buy)	$9.8	07/30/2008		A		46,554		07/30/2008	01/12/2015	Class A Common Stock	46,554	$0	2,141,062	D
Class A Common Stock Options (right to buy)	$30.31	07/30/2008		A		3,298		07/30/2008	01/12/2015	Class A Common Stock	3,298	$0	2,144,360	D
Class A Common Stock Options (right to buy)	$9.8	07/30/2008		A		5,601		07/30/2008	02/16/2015	Class A Common Stock	5,601	$0	2,149,961	D

Explanation of Responses:

1. These restricted shares of Class A Common Stock of CC Media Holdings, Inc. ("Common Stock") vest twenty percent annually beginning on July 30, 2009.

2. These restricted shares of Common Stock vest 26,500 per year on each of May 22, 2009, May 22, 2010 and May 22, 2011.

3. These shares of Common Stock are held by MPM Partners Ltd., of which the Reporting Person controls the sole general partner.

4. Fifty percent of these options vest 1/4 on the third anniversary of the grant date, 1/4 on the fourth anniversary of the grant date and 1/2 on the fifth anniversary of the grant date. Fifty percent of these options vest if certain performance targets established by the issuer's board of directors are met.

	/s/ Mark P. Mays	07/30/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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