0001571049-14-003413.txt : 20140729
0001571049-14-003413.hdr.sgml : 20140729
20140729215821
ACCESSION NUMBER: 0001571049-14-003413
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20140725
FILED AS OF DATE: 20140729
DATE AS OF CHANGE: 20140729
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Townsquare Media, Inc.
CENTRAL INDEX KEY: 0001499832
STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832]
IRS NUMBER: 271996555
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 240 GREENWICH AVE.
CITY: GREENWICH
STATE: CT
ZIP: 06830
BUSINESS PHONE: 203-861-0900
MAIL ADDRESS:
STREET 1: 240 GREENWICH AVE.
CITY: GREENWICH
STATE: CT
ZIP: 06830
FORMER COMPANY:
FORMER CONFORMED NAME: Townsquare Media, LLC
DATE OF NAME CHANGE: 20100824
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAPLAN STEPHEN A
CENTRAL INDEX KEY: 0001142409
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36558
FILM NUMBER: 141001118
MAIL ADDRESS:
STREET 1: 333 SOUTH GRAND AVENUE
STREET 2: 28TH FLOOR
CITY: LOS ANGELES
STATE: CA
ZIP: 90071
4
1
t1401432_kaplan-f4.xml
OWNERSHIP DOCUMENT
X0306
4
2014-07-25
0
0001499832
Townsquare Media, Inc.
TSQ
0001142409
KAPLAN STEPHEN A
C/O OAKTREE CAPITAL MANAGEMENT, L.P.
333 SOUTH GRAND AVENUE, 28TH FLOOR
LOS ANGELES
CA
90071
1
0
1
0
Class A Common Stock
2014-07-25
4
P
0
132375
10.4608
A
10889239
I
See footnotes
Class A Preferred Units
0
2014-07-25
4
J
0
22247026.775
D
Class A Common Stock
2151373
0
I
See footnotes
Class A Common Units
0
2014-07-25
4
J
0
22247026.775
D
Class A Common Stock
2151373
0
I
See footnotes
Class B Common Stock
0
2014-07-25
4
J
0
2151373
A
Class A Common Stock
2151373
2151373
I
See footnotes
Class A Common Warrants
0.0001
2014-07-25
4
J
0
13934215.29
D
Class A Common Stock
8605491
0
I
See footnotes
Class A Preferred Warrants
0.0001
2014-07-25
4
J
0
13934215.29
D
Class A Common Stock
8605491
0
I
See footnotes
Warrants to purchase Class A Common Stock
0.0001
2014-07-25
4
J
0
8605491
A
Class A Common Stock
8605491
8605491
I
See footnotes
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").
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.
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.
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.
Includes the securities in Townsquare Media, Inc. acquired by GAP Holdings and Radio Holdings pursuant to the Conversion included on Table II of this Form 4.
In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the 22,247,026.775 Class A Preferred Units and 22,247,026.775 Class A Common Units owned by GAP Holdings and Radio Holdings were together converted into 2,151,373 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.
As part of the conversion, the 13,934,215.29 Class A Preferred Warrants in the LLC and 13,934,215.29 Class A Common Warrants in the LLC owned by GAP Holdings and Radio Holdings were together converted into 8,605,491 Class A Common Warrants in the Corporation. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances.
The Class A Common Warrants in the Corporation are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances.
/s/ Stephen A. Kaplan
2014-07-29