Townsquare Media, Inc. — Director's Dealing 2018

Aug 20, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Townsquare Media, Inc. (TSQ)
CIK: 0001499832
Period of Report: 2018-08-16

Reporting Person: Yenicay Claire Marie (EVP, Inv Rel and Corp Comm)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-08-16	Options to Purchase Class A Common Stock	$9.63	D	36172	Disposed	2024-07-25	Class A Common Stock (36172.0)	Direct
2018-08-17	Options to Purchase Class A Common Stock	$8.74	A	31048	Acquired	2024-07-25	Class A Common Stock (31048.0)	Direct
2018-08-16	Options to Purchase Class A Common Stock	$9.63	D	25000	Disposed	2025-08-19	Class A Common Stock (25000.0)	Direct
2018-08-17	Options to Purchase Class A Common Stock	$8.74	A	21987	Acquired	2025-08-19	Class A Common Stock (21987.0)	Direct
2018-08-16	Options to Purchase Class A Common Stock	$8.96	D	75000	Disposed	2021-01-26	Class A Common Stock (75000.0)	Direct
2018-08-17	Options to Purchase Class A Common Stock	$8.74	A	71157	Acquired	2021-01-26	Class A Common Stock (71157.0)	Direct

Footnotes

F1: This transaction reflects the cancellation of certain outstanding stock options ("Surrendered Options") to purchase Class B common stock of Townsquare Media, Inc. (the "Company") that were previously granted to the Reporting Persons and voluntarily surrendered by the Reporting Person to the Company in connection with the Company's offer to exchange certain outstanding options for new replacement options to purchase Class B common stock of the Company ("Replacement Options") as more fully described in the Schedule TO-I filed with the Securities Exchange Commission on July 18, 2018 and as amended on July 31, 2018, August 9, 2018, August 14, 2018, August 16, 2018 and August 17, 2018 (the "Exchange Offer").

F2: The Surrendered Options were granted on July 25, 2014 and were fully vested at grant, with transfer restrictions that have fully lapsed as of the date hereof; the Replacement Options granted in respect thereof are fully vested and fully transferable.

F3: The exercise price per share of the Replacement Options equals the closing price per share of the Company's Class A common stock as reported on the New York Stock Exchange on August 16, 2018, the closing of the Exchange Offer.

F4: This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.

F5: The Surrendered Options were granted on August 19, 2015 and were fully vested at grant with transfer restrictions scheduled to lapse as to 30% on August 19, 2019; the Replacement Options granted in respect thereof are fully vested and will become fully transferable on the same schedule.

F6: The Surrendered Options were granted on January 26, 2016 and were scheduled to vest as to 50% on January 26, 2019 and 50% on January 26, 2020; the Replacement Options granted in respect thereof will become vested on the same schedule.