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Filing Details

Accession Number:: 0001571049-14-003416
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2014-07-29 22:00:07
Reporting Period:: 2014-07-25

Filing Date:: 2014-07-29
Accepted Time:: 2014-07-29 22:00:07
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
1319490	James B Ford	C/O Oaktree Capital Management, L.p. 333 South Grand Avenue, 28Th Floor Los Angeles CA 90071		Yes	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

These securities are owned directly by OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings") and OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"). These securities may be deemed beneficially owned by Mr. Ford by virtue of being an officer of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). OCM/GAP is the general partner of GAP Holdings. Oaktree Fund GP AIF, LLC is the general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series I"). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). Principal Opportunities is the sole shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). Series I and Series D are general partners of Radio Holdings.
Except to the extent of his pecuniary interest, Mr. Quick disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that Mr. Ford is the beneficial owner of any securities covered by this Form 4.
In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings expect to enter 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 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. Each of Oaktree and the Reporting Person disclaim beneficial ownership of any securities held by FiveWire and its members.
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, 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 owned by GAP Holdings and Radio Holdings 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 owned by GAP Holdings and Radio Holdings 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.