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: Stewart Mark (EVP & CHIEF STRATEGIC OFFICER)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-07-25	Class A Common Stock	J	4498	—	Acquired	69642	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-25	Class B Common Units	$0	J	100000	Disposed		Class A Common Stock (4498)	Direct
2014-07-25	Option to Purchase Class A Common Stock	$11.00	A	65144	Acquired	2024-07-25	Class A Common Stock (65144)	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. As part of the Conversion, the 100,000 Class B Common Units in the LLC owned by Mr. Stewart were converted into 4,498 shares of Class A Common Stock in the Company.

F2: Mr. Stewart's options to purchase Class A Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.