Filing Details

Accession Number:
0001571049-14-003503
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2014-07-30 21:44:46
Reporting Period:
2014-07-24
Filing Date:
2014-07-30
Accepted Time:
2014-07-30 21:44:46
Original Submission Date:
2014-07-28
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
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
Class A Common Stock Acquisiton 2014-07-25 737 $10.16 50,737 No 4 P Direct
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 P Direct
No 4 P Direct
Reported Derivative Transactions
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 0 $0.00
Class A Common Stock Class A Preferred Units Disposition 2014-07-25 1,933,975 $0.00 0 $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 0 $0.00
Class A Common Stock Class B Common Stock Acquisiton 2014-07-25 125,941 $0.00 0 $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 Exercise Date 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
  1. 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).
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. Mr. Price's options to purchase Class B Common Stock were fully vested upon issuance.