Townsquare Media, Inc. — Director's Dealing 2014

Jul 24, 2014

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: Townsquare Media, LLC (TSQ)
CIK: 0001499832
Period of Report: 2014-07-23

Reporting Person: Rosenstein Stuart B (EVP & CHIEF FINANCIAL OFFICER, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class B Common Units	1400000.000	Direct

Footnotes

F1: The Issuer expects to complete an initial public offering on or about July 29, 2014 (the "IPO"), and in connection therewith, the Issuer is being converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the conversion, the Reporting Person's Class B Common Units will be converted into Class B common stock in the Corporation, each at a conversion rate based on the price of the IPO and pursuant to the terms of the limited liability company agreement of the Issuer.

F2: In connection with the issuer's initial public offering, the Reporting Person expects to enter 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 will agree to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members will be converted. 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 Oaktree and its affiliates.