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: KAPLAN STEPHEN A (Director, 10% Owner)

Holdings (Non-Derivative)

Security	Shares	Ownership
Class A Preferred Units	22247026.775	Indirect
Class A Common Units	22247026.775	Indirect

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Class A Preferred Warrants	$0.0001		Class A Preferred Units (13934215.290)		Indirect
Class A Common Warrants	$0.0001		Class A Common Units (13934215.290)		Indirect

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, these Class A Preferred Units and the Class A Common Units will be converted into Class B common stock in the Corporation and the Reporting Persons' Warrants to purchase Class A Preferred Units and the Reporting Persons' Warrants to purchase these Class A Common Units will be converted into Warrants to purchase Class A 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: These securities are owned directly by OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings") and OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") . These securities may be deemed beneficially owned by Mr. Kaplan by virtue of being a principal of Oaktree Capital Group Holdings GP, LLC ("OCGH") (See footnote 3). OCGH is the general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"). Captial Group LP is the sole voting shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"). AIF Holdings is the general partner of Oaktree AIF Investments, L.P. ("AIF Investments"). AIF Investments is the general partner of Oaktree Fund GP III, L.P. ("Oaktree GP III").

F3: Oaktree GP III is the sole member of Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"). Fund GP AIF LLC is the general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). Principal Opportunities is the sole shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). OCM/GAP is the general partner of GAP Holdings. Series I and Series D are general partners of Radio Holdings.

F4: OCGH is a limited liability company managed by an executive committee, of which Mr. Kaplan is a member. In such capacity, Mr. Kaplan may be deemed an indirect beneficial owner of the securities reported herein. Except to the extent of his pecuniary interest, Mr. Kaplan disclaims beneficial ownership of the securities reported herein and the filing of this Form 3 shall not be construed as an admission that Mr. Kaplan is the beneficial owner of any securities covered by this Form 3.

F5: In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings expect to enter into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the 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. Each of Oaktree and the Reporting Person disclaim beneficial ownership of any securities held by FiveWire and its members.

F6: Warrants are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances.