SEC Form 4 · accession 0001571049-17-000183
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 3, 2017
Accepted (ET)
Jan 5, 2017 · 3:59 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 StockF3,F4,F2 | $11.00 | Jan 3, 2017 | D | 912,009 | D | — | Jul 25, 2024 | Class B Common Stock | 912,009 | 275,000 | D |
| Options to Purchase Class B Common StockF3,F4,F2 | $9.63 | Jan 3, 2017 | A | 912,009 | A | — | Jul 25, 2024 | Class B Common Stock | 912,009 | 1,187,009 | D |
| Options to Purchase Class B Common StockF3,F4,F2 | $12.27 | Jan 3, 2017 | D | 100,000 | D | — | Aug 19, 2025 | Class B Common Stock | 100,000 | 1,087,009 | D |
| Options to Purchase Class B Common StockF3,F4,F2 | $9.63 | Jan 3, 2017 | A | 100,000 | A | — | Aug 19, 2025 | Class B Common Stock | 100,000 | 1,187,009 | D |
Explanation of responses
- F1The transaction reported herein reflects a repricing of options (the "Repricing") that became effective on January 3, 2017. The stock options were originally granted to the reporting person pursuant to two grants, on July 25, 2014 and August 19, 2015 respectively. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no other changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.
- F2The Reporting Person's options to purchase Class B Common Stock were fully vested upon issuance but remain subject to certain transfer restrictions.
- F3In 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.
- F4The 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.