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Filing Details

Accession Number:: 0001571049-14-003415
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-29 21:59:42
Reporting Period:: 2014-07-25

Filing Date:: 2014-07-29
Accepted Time:: 2014-07-29 21:59:42
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	Director	Officer	Large Shareholder	Other
1532818	Oaktree Fund Gp Aif, Llc	333 South Grand Avenue 28Th Floor Los Angles CA 90071	No	No	Yes	No
1532822	Oaktree Fund Aif Series, L.p.	333 South Grand Avenue 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1613022	Ocm Pf/Ff Radio Holdings Pt, L.p.	C/O Oaktree Capital Management, L.p. 333 S. Grand Avenue, 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1613031	Ocm Pof Iv Aif Gap Holdings, L.p.	C/O Oaktree Capital Management, L.p. 333 S. Grand Avenue, 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1614465	Ocm Principal Opportunities Fund Iv Aif (Delaware), L.p.	C/O Oaktree Capital Management, L.p. 333 S. Grand Avenue, 28Th Floor Los Angeles CA 90071	No	No	Yes	No
1614592	Ocm/Gap Holdings Iv Inc.	C/O Oaktree Capital Management, L.p. 333 S. Grand Avenue, 28Th Floor Los Angeles CA 90071	No	No	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	2014-07-25	132,375	$10.46	10,889,239	No	4	P	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	See footnotes

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 Preferred Units	Disposition	2014-07-25	22,247,027	$0.00	2,151,373	$0.00
Class A Common Stock	Class A Common Units	Disposition	2014-07-25	22,247,027	$0.00	2,151,373	$0.00
Class A Common Stock	Class B Common Stock	Acquisiton	2014-07-25	2,151,373	$0.00	2,151,373	$0.00
Class A Common Stock	Class A Common Warrants	Disposition	2014-07-25	13,934,215	$0.00	8,605,491	$0.00
Class A Common Stock	Class A Preferred Warrants	Disposition	2014-07-25	13,934,215	$0.00	8,605,491	$0.00
Class A Common Stock	Warrants to purchase Class A Common Stock	Acquisiton	2014-07-25	8,605,491	$0.00	8,605,491	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0	No	4	J	Indirect
0	No	4	J	Indirect
2,151,373	No	4	J	Indirect
0	No	4	J	Indirect
0	No	4	J	Indirect
8,605,491	No	4	J	Indirect

Footnotes

This Form 4 is also being filed by: Oaktree Capital Group Holdings GP, LLC ("OCGH"), in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"), in its capacity as Sole Voting Shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"), in its capacities as General Partner and Limited Partner of Oaktree AIF Investments, L.P. ("AIF Investments"), in its capacity as General Partner of Oaktree Fund GP III, L.P.
This Form 4 is also being filed by: Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Series I") and general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). This Form 4 is also being filed by Series I, in its capacity as general partner of OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as Sole Shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"), and OCM/GAP in its capacity as General Partner of OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings").
Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than GAP Holdings and Radio Holdings with respect to their respective direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Stephen A. Kaplan, John B. Frank and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
Includes the securities in Townsquare Media, Inc. acquired by GAP Holdings and Radio Holdings pursuant to the Conversion included on Table II of this Form 4.
In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and 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, the reporting persons may be deemed to form a "group" with FiveWire and its members. The reporting persons disclaim beneficial ownership of any securities held by FiveWire and its members.
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 22,247,026.775 Class A Preferred Units and 22,247,026.775 Class A Common Units beneficially owned by the Reporting Persons were together converted into 2,151,373 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.
As part of the conversion, the 13,934,215.29 Class A Preferred Warrants in the LLC and 13,934,215.29 Class A Common Warrants in the LLC beneficially owned by the Reporting Persons were together converted into 8,605,491 Class A Common Warrants in the Corporation. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances.
The Class A Common Warrants in the Corporation are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances.