Townsquare Media, Inc. — Director's Dealing 2016

Mar 10, 2016

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Townsquare Media, Inc. (TSQ)
CIK: 0001499832
Period of Report: 2016-03-08

Reporting Person: KAPLAN STEPHEN A (Director)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2016-03-08	Warrants to purchase Class A Common Stock	$0.0001	P	105000	Acquired		Class A Common Stock (105000)	Indirect

Footnotes

F1: The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.

F2: These securities are owned directly by OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"). These securities may be deemed beneficially owned by Mr. Kaplan by virtue of being a member of the executive committee of Oaktree Capital Group Holdings GP, LLC ("OCGH") (See footnote 4). OCGH is the general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"). Capital 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 member 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 4 shall not be construed as an admission that Mr. Kaplan is the beneficial owner of any securities covered by this Form 4.

F5: In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered 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 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. Each of Oaktree and the Reporting Person disclaims beneficial ownership of any securities held by FiveWire and its members.