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: Rosenstein Stuart B (EVP, CFO AND SECRETARY, 10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2014-07-25	Class B Common Units	$0	J	1400000	Disposed		Class A Common Stock (62970)	Direct
2014-07-25	Class B Common Stock	$0	J	62970	Acquired		Class A Common Stock (62970)	Direct
2014-07-25	Option to Purchase Class B Common Stock	$11.00	A	912009	Acquired	2024-07-25	Class A Common Stock (912009)	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 1,400,000 Class B Common Units in the LLC owned by Mr. Rosenstein were converted into 62,970 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.

F2: 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.

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