SEC Form 4 · accession 0001571049-16-013058
Townsquare Media, Inc. · TSQ
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Oaktree Capital Group Holdings, L.P.
10% Owner
Oaktree AIF Holdings, Inc.
10% Owner
Oaktree AIF Investments, L.P.
10% Owner
Oaktree Fund GP III, L.P.
10% Owner
Period of report
Mar 11, 2016
Accepted (ET)
Mar 15, 2016 · 4:04 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Warrants to purchase Class A Common StockF2,F3,F4,F5,F6,F7,F1 | $0.0001 | Mar 11, 2016 | P | 104,489 | A | — | — | Class A Common Stock | 104,489 | 8,814,980 | I |
Explanation of responses
- F1The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.
- F2This Form 4 is also being filed by: Oaktree Capital Group Holdings GP, LLC ("OCGH"), in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"), in its capacity as sole voting shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"), in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"), in its capacity as general partner of Oaktree Fund GP III, L.P.
- F3This Form 4 is also being filed by: Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as 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 D"), Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"), Series I and Series D, in their capacity as general partners of OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"), and OCM/GAP in its capacity as general partner of OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings").
- F4Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
- F5OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Jay S. Wintrob, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Sheldon M. Stone (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
- F6The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
- F7In 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. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may be deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.
Remarks
This Form 4 is being filed in two parts due to the large number of Reporting Persons. The accompanying filing is filed, on the date hereof, by GAP Holdings and the other Reporting Persons listed in Footnotes (2) and (3) above. The two filings relate to the same transactions described above.