FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

FIELD DAVID J		 2. Issuer Name and Ticker or Trading Symbol

AUDACY, INC. [ AUD ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__X__ Director                    _____ 10% Owner
__X__ Officer (give title below)    _____ Other (specify below)
Chairman, President and CEO
(Last)          (First)          (Middle)

2400 MARKET STREET, 4TH FLOOR		 3. Date of Earliest Transaction (MM/DD/YYYY)

5/10/2022
(Street)

PHILADELPHIA, PA 19103
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
 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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 5/10/2022  A  75000 A$0 (1)2158246 D  
Class A Common Stock, par value $0.01 per share 5/10/2022  A  250000 A$0 (2)2408246 D  
Class A Common Stock, par value $0.01 per share 5/10/2022  A  750000 A$0 (3)3158246 D  
Class A Common Stock, par value $0.01 per share         1721672 I By Trust 

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)		2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date7. 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
(1) These shares represent restricted stock units subject to time-based vesting, as described in the grant instrument. While this grant was approved by the Issuer on December 1, 2021 (in connection with the Issuer's 2021 annual equity grant program), such grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022.
(2) These shares represent restricted stock units subject to time-based vesting as described in the Reporting Person's Employment Agreement dated December 14, 2021 (which was filed as Exhibit 10.4 to the Issuer's Annual Report on Form 10K on March 1, 2022). This grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022.
(3) These shares represent restricted stock units subject to performance based vesting as described in the Reporting Person's Employment Agreement dated December 14, 2021 (which was filed as Exhibit 10.4 to the Issuer's Annual Report on Form 10K on March 1, 2022). The vesting requirements are a function of the Issuer's share price reaching thresholds of $6.00 per share (for 1/3rd of these shares), $9.00 per share (for 1/3rd of these shares) and $12.00 per share (for the remaining 1/3rd of these shares), as was summarized by the Issuer in a Form 8K filed on December 17, 2021. This grant was subject to the Issuer's shareholders approving a new equity compensation plan at the 2022 annual meeting of shareholders, which occurred on May 10, 2022.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
FIELD DAVID J
2400 MARKET STREET
4TH FLOOR
PHILADELPHIA, PA 19103		X
Chairman, President and CEO
Signatures
David J. Field by /s/ Andrew P. Sutor, IV, Authorized Signatory5/11/2022
**Signature of Reporting PersonDate
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).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
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