Townsquare Media, Inc. — Director's Dealing 2014

Jul 31, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Townsquare Media, Inc. (TSQ)
CIK: 0001499832
Period of Report: 2014-07-28

Reporting Person: Quick David (Director, 10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-28	Class A Common Stock	P	180000	$10.6687	Acquired	11819139	Indirect
2014-07-28	Class A Common Stock	P	525000	$10.6798	Acquired	11819139	Indirect
2014-07-30	Class A Common Stock	P	224900	$10.80	Acquired	11819139	Indirect

Footnotes

F1: These securities are owned directly by OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and indirectly by OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"). These securities may be deemed beneficially owned by Mr. Quick by virtue of being an officer of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). OCM/GAP is the general partner of GAP Holdings. Oaktree Fund GP AIF, LLC is the 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 I"). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). Principal Opportunities is the sole shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). Series I and Series D are general partners of Radio Holdings.

F2: Except to the extent of his pecuniary interest, Mr. Quick disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that Mr. Quick is the beneficial owner of any securities covered by this Form 4.

F3: In 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 GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and granted 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, Oaktree may be deemed to form a "group" with FiveWire and its members. Each of Oaktree and the Reporting Person disclaim beneficial ownership of any securities held by FiveWire and its members.