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Filing Details

Accession Number:: 0001571049-14-003302
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-28 17:09:10
Reporting Period:: 2014-07-24

Filing Date:: 2014-07-28
Accepted Time:: 2014-07-28 17:09:10
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1499832	Townsquare Media Inc.	TSQ	Radio Broadcasting Stations (4832)	271996555

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
938142	Steven Price	C/O Townsquare Media, Inc. 240 Greenwich Avenue Greenwich CT 06830	Chief Exec. Officer & Chairman	Yes	Yes	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Class A Common Stock	Acquisiton	2014-07-24	50,000	$10.10	50,000	No	4	P	Direct

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Direct

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Class A Common Stock	Class A Common Units	Disposition	2014-07-25	1,933,975	$0.00	574,980	$0.00
Class A Common Stock	Class A Preferred Units	Disposition	2014-07-25	1,933,975	$0.00	574,980	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-07-25	574,980	$0.00	574,980	$0.00
Class A Common Stock	Class B Common Units	Disposition	2014-07-25	2,800,000	$0.00	125,941	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-07-25	125,941	$0.00	125,941	$0.00
Class A Common Stock	Option to Purchase Class B Common Stock	Acquisiton	2014-07-25	1,824,019	$0.00	1,824,019	$11.00

Remaning Holdings	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
700,921		No	4	J	Indirect
700,921		No	4	J	Indirect
700,921		No	4	J	Indirect
700,921		No	4	J	Direct
700,921		No	4	J	Direct
2,524,940	2024-07-25	No	4	A	Direct

Footnotes

The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.193 to $10.014, inclusive. The reporting person undertakes to provide to Townsquare Media, Inc., any security holder of Townsquare Media, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).
In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the conversion, the 1,933,975.119 Class A Preferred Units and 1,933,975.119 Class A Common Units in the LLC owned by FiveWire Media Ventures, LLC ("FiveWire") were together converted into 574,980 shares of Class B common stock in the Corporation, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.
As part of the Conversion, the 2,800,000 Class B Common Units in the LLC owned by Mr. Price were converted into 125,941 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.
In connection with the issuer's initial public offering, the Reporting Person expects to enter into a stockholders' agreement (the "Stockholders' Agreement") with OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), FiveWire, and the other members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members will agree to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members will be converted. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members. The Reporting Person disclaims beneficial ownership of any securities held by Oaktree and its affiliates.
The reporting person disclaims beneficial ownership of any securities held by FiveWire and the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.
Includes the Class B Common Stock received by Five Wire pursuant the Conversion. Mr. Price is the Managing Member of FiveWire Media Ventures, LLC, and as a result may be deemed to have beneficial ownership of the shares held by it. Mr. Price disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
Mr. Price's options to purchase Class B Common Stock were fully vested upon issuance.