SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Hellum Erik

(Last)

(First)

(Middle)

C/O TOWNSQUARE MEDIA, INC.

240 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EXECUTIVE VICE PRESIDENT

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	07/25/2014		J⁽¹⁾⁽²⁾		20,516	A	⁽¹⁾⁽²⁾	232,232⁽¹⁾⁽²⁾⁽³⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units	$0	07/25/2014		J⁽¹⁾⁽²⁾			19,838.211	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	5,898⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D
Class A Common Warrants	$0.0001	07/25/2014		X			7,379.584	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Units	7,379.584	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D
Class A Preferred Units	$0	07/25/2014		J⁽¹⁾⁽²⁾			19,838.211	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	5,898⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D
Class A Preferred Warrants	$0.0001	07/25/2014		X			7,379.584	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Preferred Units	7,379.584	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D
Class B Common Units	$0	07/25/2014		J⁽¹⁾⁽²⁾			325,000	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Class A Common Stock	14,618⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	0⁽¹⁾⁽²⁾	D
Option to Purchase Class A Common Stock	$11	07/25/2014		A		211,716		⁽³⁾	07/25/2024	Class A Common Stock	211,716	$0	211,716⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. 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"). Prior to the Conversion, Mr. Hellum exercised his 7,379.584 warrants to purchase an equal number of shares of Class A Preferred Units and his 7,379.584 warrants to purchase an equal number of shares of Class A Common Units. The numbers disclosed for Class A Common Units and Class A Preferred Units include the shares purchased pursuant to the aforementioned exercise. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances.

2. As part of the Conversion, the 19,838.211 Class A Preferred Units and 19,838.211 Class A Common Units owned by Mr. Hellum were together converted into 5,898 shares of Class A Common Stock in the Company, and the 325,000 Class B Common Units in the LLC owned by Mr. Hellum were converted into 14,618 shares of Class A Common Stock in the Company.

3. Mr. Hellum's options to purchase Class A Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.

	/s/ Alex Berkett, Alex Berkett as Attorney-in- Fact for Erik Hellum	07/29/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.