Townsquare Media, Inc. — Director's Dealing 2014

Jul 30, 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Townsquare Media, Inc. (TSQ)
CIK: 0001499832
Period of Report: 2014-07-25

Reporting Person: Schatz Scott (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-25	Class A Common Units	$0	J	16148.418	Disposed		Class A Common Stock (4801)	Direct
2014-07-25	Class A Common Warrants	$0.0001	X	3689.792	Disposed		Class A Common Units (3689.792)	Direct
2014-07-25	Class A Preferred Units	$0	J	16148.418	Disposed		Class A Common Stock (4801)	Direct
2014-07-25	Class A Preferred Warrants	$0.0001	X	3689.792	Disposed		Class A Preferred Units (3689.792)	Direct
2014-07-25	Class B Common Units	$0	J	350000	Disposed		Class A Common Stock (15743)	Direct
2014-07-25	Class B Common Stock	$0	J	20544	Acquired		Class A Common Stock (20544)	Direct
2014-07-25	Option to Purchase Class B Common Stock	$11.00	A	228002	Acquired	2024-07-25	Class A Common Stock (228002)	Direct

Footnotes

F1: In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). Prior to the Conversion, Mr. Schatz exercised his 3,689.792 warrants to purchase an equal number of shares of Class A Preferred Units and his 3,689.792 warrants to purchase an equal number of shares of Class A Common Units. The numbers disclosed for Class A Common Units and Class A Preferred Units include the shares purchased pursuant to the aforementioned exercise. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances.

F2: As part of the Conversion, the 16,148.418 Class A Preferred Units and 16,148.418 Class A Common Units owned by Mr. Schatz were together converted into 4,801 shares of Class B Common Stock in the Company, and the 350,000 Class B Common Units in the LLC owned by Mr. Schatz were converted into 20,544 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.

F3: In connection with the issuer's initial public offering, 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 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. The 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.

F4: Mr. Schatz's options to purchase Class B Common Stock were fully vested upon issuance, subject to certain restrictions on transfer.