**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**WASHINGTON, D.C. 20549**

 

**FORM10-Q/A**

**(AmendmentNo. 1)**

** **

[X]          QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

                ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER30, 2014

 

[   ]          TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

                 ACT OF 1934 FOR THE TRANSITION PERIOD FROM_________ TO __________

 

**Commission File Number**

**000-53354**

 

**IHEARTMEDIA, INC.**

(Exact name of registrant as specified in itscharter)

 

###                                                 Delaware                                                                                                        26-0241222

                               (Stateor other jurisdiction of                                                                  (I.R.S.Employer Identification No.)

                             incorporationor organization)

 

                                     200East Basse Road

                                      SanAntonio, Texas                                                                                                    78209

                     (Addressof principal executive offices)                                                                              (Zip Code)

 

(210) 822-2828

(Registrant’s telephone number, including area code)

 

**CC MEDIA HOLDINGS, INC.**

(former name, former address and former fiscal year,if changed since last report)

 

Indicate bycheck mark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934 duringthe preceding 12 months (or for such shorter period that the registrant wasrequired to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.   Yes [X] No [  ]

 

Indicate bycheck mark whether the registrant has submitted electronically and posted onits corporate Web site, if any, every Interactive Data File required to besubmitted and posted pursuant to Rule 405 of Regulation S-T duringthe preceding 12 months (or for such shorter period that the registrantwas required to submit and post such files).   Yes [X] No [  ]

 

Indicate bycheck mark whether the registrant is a large accelerated filer, an acceleratedfiler, a non-accelerated filer or a smaller reporting company. See thedefinitions of “large accelerated filer,” “accelerated filer” and “smallerreporting company” in Rule 12b-2 of the Exchange Act.

Largeaccelerated filer [   ]   Accelerated filer [   ]   Non-accelerated filer [X] Smaller reporting company [   ]

 

Indicate bycheck mark whether the registrant is a shell company (as defined in Rule 12b-2of the Exchange Act).

Yes [  ] No [X]

 

Indicate the number of shares outstanding of each ofthe issuer’s classes of common stock, as of the latest practicable date. 

 

                                     Class Outstandingat October 22, 2014

            ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ ~~                                                              ~ ~ ~ ~ ~ ~ ~ ~~ ~ ~ ~ ~ ~ ~ ~ ~ ~

           Class A Common Stock, $.001 par value                                                                                 29,263,456  (1)

           Class B Common Stock, $.001 par value                                                                                    555,556

           Class C Common Stock, $.001 par value                                                                                 58,967,502

 

(1)        Outstanding Class A common stock includes 111,291shares owned by a subsidiary

 

 

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