SEC Form 4 · accession 0001499832-18-000105
Townsquare Media, Inc. · TSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David Lebow
Director
Period of report
Aug 16, 2018
Accepted (ET)
Aug 20, 2018 · 4:46 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001499832
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2 | Aug 17, 2018 | A | 12,135 | $0.00 | A | 52,487 | D |
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 StockF4 | $9.63 | Aug 16, 2018 | D | 26,057 | D | — | Jul 25, 2024 | Class A Common Stock | 26,057 | 10,000 | D |
| Options to Purchase Class A Common StockF5,F4 | $8.74 | Aug 17, 2018 | A | 22,366 | A | — | Jul 25, 2024 | Class A Common Stock | 22,366 | 32,366 | D |
| Options to Purchase Class A Common StockF7 | $8.96 | Aug 16, 2018 | D | 10,000 | D | — | Jan 26, 2021 | Class A Common Stock | 10,000 | 22,366 | D |
| Options to Purchase Class A Common StockF5,F7 | $8.74 | Aug 17, 2018 | A | 9,487 | A | — | Jan 26, 2021 | Class A Common Stock | 9,487 | 31,853 | D |
Explanation of responses
- F1The shares reported herein represent a grant of restricted stock made to the Reporting Person in respect of his services on the Company's Board of Directors. This award of restricted stock vests with respect to 100% of the shares on the first anniversary of the grant.
- F2Includes 8,499 shares of Class A common stock that are not subject to vesting or transfer restrictions and 31,853 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.
- F3This 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").
- F4The 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.
- F5The 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.
- F6This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.
- F7The 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.