SEC Form 4 · accession 0001499832-18-000098
Townsquare Media, Inc. · TSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael W Josephs
Officer — EVP, Business Dev. and M&A
Period of report
Aug 16, 2018
Accepted (ET)
Aug 20, 2018 · 4:38 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499832
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Options to Purchase Class A Common StockF2 | $9.63 | Aug 16, 2018 | D | 65,144 | D | — | Jul 25, 2024 | Class A Common Stock | 65,144 | 110,000 | D |
| Options to Purchase Class A Common StockF3,F2 | $8.74 | Aug 17, 2018 | A | 55,917 | A | — | Jul 25, 2024 | Class A Common Stock | 55,917 | 165,917 | D |
| Options to Purchase Class A Common StockF5 | $9.63 | Aug 16, 2018 | D | 35,000 | D | — | Aug 19, 2025 | Class A Common Stock | 35,000 | 130,917 | D |
| Options to Purchase Class A Common StockF3,F5 | $8.74 | Aug 17, 2018 | A | 30,782 | A | — | Aug 19, 2025 | Class A Common Stock | 30,782 | 161,699 | D |
| Options to Purchase Class A Common StockF6 | $8.96 | Aug 16, 2018 | D | 75,000 | D | — | Jan 26, 2021 | Class A Common Stock | 75,000 | 86,699 | D |
| Options to Purchase Class A Common StockF3,F6 | $8.74 | Aug 17, 2018 | A | 71,157 | A | — | Jan 26, 2021 | Class A Common Stock | 71,157 | 157,856 | D |
Explanation of responses
- F1This transaction reflects the cancellation of certain outstanding stock options ("Surrendered Options") to purchase Class B common stock of Townsquare Media, Inc. (the "Company") that were previously granted to the Reporting Persons and voluntarily surrendered by the Reporting Person to the Company in connection with the Company's offer to exchange certain outstanding options for new replacement options to purchase Class B common stock of the Company ("Replacement Options") as more fully described in the Schedule TO-I filed with the Securities Exchange Commission on July 18, 2018 and as amended on July 31, 2018, August 9, 2018, August 14, 2018, August 16, 2018 and August 17, 2018 (the "Exchange Offer").
- F2The Surrendered Options were granted on July 25, 2014 and were fully vested at grant, with transfer restrictions that have fully lapsed as of the date hereof; the Replacement Options granted in respect thereof are fully vested and fully transferable.
- F3The exercise price per share of the Replacement Options equals the closing price per share of the Company's Class A common stock as reported on the New York Stock Exchange on August 16, 2018, the closing of the Exchange Offer.
- F4This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.
- F5The Surrendered Options were granted on August 19, 2015 and were fully vested at grant with transfer restrictions scheduled to lapse as to 30% on August 19, 2019; the Replacement Options granted in respect thereof are fully vested and will become fully transferable on the same schedule.
- F6The Surrendered Options were granted on January 26, 2016 and were scheduled to vest as to 50% on January 26, 2019 and 50% on January 26, 2020; the Replacement Options granted in respect thereof will become vested on the same schedule.