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: GINSBERG GARY L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-25	Class A Common Stock	J	1799	—	Acquired	1799	Direct
2014-07-29	Class A Common Stock	P	2000	$11.00	Acquired	29856	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-25	Class B Common Units	$0	J	40000	Disposed		Class A Common Stock (1799)	Direct
2014-07-25	Option to Purchase Class A Common Stock	$11.00	A	26057	Acquired	2024-07-25	Class A Common Stock (26057)	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"). As part of the Conversion, the 40,000 Class B Common Units in the LLC owned by Mr. Ginsberg were converted into 1,799 shares of Class A Common Stock in the Company.

F2: Purchase of shares in Issuer's directed share program in connection with the Issuer's initial public offering.

F3: Mr. Ginsberg's options to purchase Class A Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.