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