Ownership Submission

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF 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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3235-0104

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

White Raymond T.

2. Date of Event Requiring Statement (Month/Day/Year)
01/31/2024

3. Issuer Name and Ticker or Trading Symbol
Clear Channel Outdoor Holdings, Inc. [CCO]

(Last)

(First)

(Middle)

12121 WILSHIRE BLVD., SUITE 1240

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

__X__ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

(Street)

LOS ANGELES, CA 90025

6. Individual or Joint/Group Filing (Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Beneficially Owned

1.Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock ⁽¹⁾	21,869,019	I	By: Legion Partners, L.P. I ⁽²⁾
Common Stock ⁽¹⁾	1,943,844	I	By: Legion Partners, L.P. II ⁽³⁾
Common Stock ⁽¹⁾	2,122,933	I	By: Legion Partners Special Opportunities, L.P. XVI ⁽⁴⁾
Common Stock ⁽¹⁾	900	I	By: Legion Partners Holdings, LLC ⁽⁵⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.			SEC 1473 (7-02)
	Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
White Raymond T. 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners Asset Management, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners, L.P. I 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners, L.P. II 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners Special Opportunities, L.P. XVI 12121 WILSHIRE BLVD., SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Legion Partners Holdings, LLC 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X
Kiper Christopher S 12121 WILSHIRE BLVD. SUITE 1240 LOS ANGELES, CA 90025	X

Signatures

/s/ Raymond T. White		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners, L.P. I, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners, L.P. II, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners Special Opportunities, L.P. XVI, By: Legion Partners Asset Management, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners, LLC, By: Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
Legion Partners Holdings, LLC, By: /s/ Raymond T. White, Managing Member		02/05/2024
^**Signature of Reporting Person		Date
/s/ Christopher S. Kiper		02/05/2024
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 5(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)	This Form 3 is filed jointly by Legion Partners, L.P. I ("Legion Partners I"), Legion Partners, L.P. II ("Legion Partners II"), Legion Partners Special Opportunities, L.P. XVI ("Legion Partners Special Opportunities"), Legion Partners, LLC ("General Partner"), Legion Partners Asset Management, LLC ("Legion Partners Asset Management"), Legion Partners Holdings, LLC ("Legion Partners Holdings"), Raymond T. White and Christopher S. Kiper (collectively, the "Reporting Persons"). Each Reporting Person disclaims beneficial ownership of the securities reported herein except to the extent of his or its pecuniary interest therein, and this report shall not be deemed to be an admission that any Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
(2)	Securities owned directly by Legion Partners I. General Partner is the general partner of Legion Partners I, Legion Partners Asset Management is the investment advisor of Legion Partners I, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners I.
(3)	Securities owned directly by Legion Partners II. General Partner is the general partner of Legion Partners II, Legion Partners Asset Management is the investment advisor of Legion Partners II, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners II.
(4)	Securities owned directly by Legion Partners Special Opportunities. General Partner is the general partner of Legion Partners Special Opportunities, Legion Partners Asset Management is the investment advisor of Legion Partners Special Opportunities, Legion Partners Holdings is the sole member of Legion Partners Asset Management and managing member of General Partner, and each of Messrs. White and Kiper are managing directors of Legion Partners Asset Management and managing members of Legion Partners Holdings. As a result of these relationships, General Partner, Legion Partners Asset Management, Legion Partners Holdings and Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Special Opportunities.
(5)	Securities owned directly by Legion Partners Holdings. As managing members of Legion Partners Holdings, Messrs. White and Kiper may be deemed to beneficially own the securities owned directly by Legion Partners Holdings.
Remarks: Raymond T. White, a managing director of Legion Partners Asset Management, is a director of the Issuer. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, each of the Reporting Persons (other than Mr. White) may be deemed a director by deputization by virtue of its or his representation on the Board of Directors of the Issuer.

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