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Filing Details

Accession Number:: 0001490675-21-000002
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2021-03-11 19:17:38
Reporting Period:: 2021-03-09

Accepted Time:: 2021-03-11 19:17:38
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1499832	Townsquare Media Inc.	TSQ	()	4

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1490675	David Quick	C/O Oaktree Capital Management, L.p. 333 South Grand Avenue, 28Th Floor Los Angeles CA 90071		Yes	No	No	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	Disposition	2021-03-09	1,595,224	$6.40	0	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	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	Warrants to purchase Class A Common Stock	Disposition	2021-03-09	8,814,980	$6.40	8,814,980	$0.00
Class A Common Stock	Class B Common Stock	Disposition	2021-03-09	2,151,373	$6.40	2,151,373	$0.00

Remaning Holdings	Exercise Date	Expiration Date	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
0			No	4	S	Indirect
0			No	4	S	Indirect

Footnotes

On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.
These securities may have been deemed to be beneficially owned by Mr. Quick by virtue of being an officer of OCM/GAP Holdings IV, LLC ("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 member of 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. Quick 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 entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. On June 27, 2018, FiveWire distributed the shares of Class A Common Stock it held to its former members in a pro-rata distribution, and in the process was dissolved. Pursuant to the Stockholders' Agreement, the former members of FiveWire agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by the former FiveWire members. As a result, Oaktree may have been deemed to form a "group" with the former FiveWire members. Each of Oaktree and the Reporting Person disclaims beneficial ownership of any securities held by the former FiveWire members.
The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.
The shares of Class B Common Stock are convertible at any time or times into an equal number of shares of Class A Common Stock.