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Townsquare Media, Inc. — Director's Dealing 2016
Jan 29, 2016
34077_dirs_2016-01-28_feb89906-9158-407b-a205-aeec525eda60.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Townsquare Media, Inc. (TSQ)
CIK: 0001499832
Period of Report: 2016-01-26
Reporting Person: Prasad Dhruv (EVP, Live Events)
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2016-01-26 | Options to Purchase Class B Common Stock | $8.96 | A | 100000 | Acquired | 2021-01-26 | Class B Common Stock (100000) | Direct |
Footnotes
F1: The Reporting Person's options vest and become exercisable as follows: (i) the options shall vest and become exercisable with respect to fifty percent (50%) of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant (the "Grant Date") and (ii) the options shall vest and become exercisable with respect to the remaining fifty percent (50%) of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the Grant Date.
F2: In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted 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 were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.
F3: 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.