SEC Form 4 · accession 0001571049-16-011282
Townsquare Media, Inc. · TSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Stuart B Rosenstein
Officer — EVP and CFO
Period of report
Jan 26, 2016
Accepted (ET)
Jan 28, 2016 · 9:03 pm EST
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 B Common StockF2,F3,F1 | $8.96 | Jan 26, 2016 | A | 175,000 | A | — | Jan 26, 2021 | Class B Common Stock | 175,000 | 1,187,009 | D |
Explanation of responses
- F1The Reporting Person's options vest and become exercisable as follows: (i) the options shall vest and become exercisable with respect to fifty percent (50%) of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant (the "Grant Date") and (ii) the options shall vest and become exercisable with respect to the remaining fifty percent (50%) of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the Grant Date.
- 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.