SEC Form 4 · accession 0001571049-15-006973

Townsquare Media, Inc. · TSQ

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Officer — EVP, Live Events

Period of report

Aug 19, 2015

Accepted (ET)

Aug 21, 2015 · 4:31 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.

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Options to Purchase Class B Common Stock^F2,F3,F1	$12.27	Aug 19, 2015	A	100,000	A	—	Aug 19, 2025	Class B Common Stock	100,000	556,005	D

F1The Reporting Person's options to purchase Class A Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.
F2In connection with the issuer's initial public offering (the "IPO") in July 2014, the Reporting Person entered 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 Media Ventures, LLC ("FiveWire") and the other members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted 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 were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.
F3The Reporting Person disclaims beneficial ownership of any securities held by the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.

Exhibit 24 -- Power of Attorney attached hereto.