UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

Townsquare Media, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

892231101

(CUSIP Number)

Todd E. Molz

Managing Director and General Counsel

Oaktree Capital Group Holdings GP, LLC

333 South Grand Avenue, 28th Floor

Los Angeles, California 90071

(213) 830-6300

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

March 11, 2016

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

Class A Common Stock held by any other person for purposes of Section 13(d) of the Act, or for any other purpose, and such beneficial ownership thereof is expressly disclaimed.

This Amendment No. 1 (“Amendment No. 1”) amends and supplements the statement on Schedule 13D filed with the Securities and Exchange Commission on August 8, 2014 (the “Original Schedule 13D”) relating to the Class A common stock, par value $0.01 per share (the “Class A Common Stock”), of Townsquare Media, Inc., a Delaware corporation (the “Issuer”). The Original Schedule 13D is hereby amended as follows:

Item 2 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a), (c) and (f)

This Schedule 13D is being filed by:

The attached Annex A, which sets forth a listing of the directors, executive officers, members and general partners, as applicable, of each Oaktree Reporting Person (collectively, the “Oaktree Covered Persons”), is incorporated by reference. Except as set forth in Annex A, each of the Oaktree Covered Persons that is a natural person is a United States citizen.

The attached Annex B, which sets forth a listing of the executive officers and members, as applicable, of FiveWire (collectively, the “FiveWire Covered Persons”). Except as set forth on Annex B, each of the FiveWire Covered Persons that is a natural person is a United States citizen.

The Reporting Persons have entered into a joint filing agreement, dated as of March 18, 2016, a copy of which is attached hereto as Exhibit 99.1.

(b)

The principal business address of each of the Oaktree Reporting Persons and each Oaktree Covered Person is c/o Oaktree Capital Group Holdings GP, LLC, 333 South Grand Avenue, 28th Floor, Los Angeles, California 90071.

The principal business address of FiveWire, the FiveWire Members and Mr. Wilson is c/o Townsquare Media, Inc., 240 Greenwich Avenue, Greenwich, Connecticut 06830.

(d), (e)

During the last five years, none of the Oaktree Reporting Persons or, to the best of Oaktree’s knowledge, the Oaktree Covered Persons, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

During the last five years, none of the FiveWire Members or, to the best of FiveWire’s knowledge, the FiveWire Covered Persons, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

During the last five years, Mr. Wilson has not been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.

Item 3 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

A significant portion of the shares of Class A Common Stock owned by the Reporting Persons were acquired prior to the initial public offering of the Issuer. Subsequent to the initial public offering of the Issuer, Radio Holdings acquired additional shares of Class A Common Stock of the Issuer funded through working capital and Mr. Price, Mr. Rosenstein and Mr. Wilson acquired additional shares of Class A Common Stock of the Issuer funded through personal funds.

Item 4 of the Original Schedule 13D is hereby amended as follows, by adding the following to the end of Item 4:

Mr. Wilson intends to review his investment in the Issuer on a continuing basis. Depending on various factors, including, without limitation, the Issuer’s financial position and strategic direction, price levels of shares of the Class A Common Stock, other investment opportunities available to Mr. Wilson, market conditions and general economic and industry conditions, Mr. Wilson may take such actions with respect to his investment in the Issuer as he deems appropriate, including, without limitation, purchasing additional shares of the Class A Common Stock or other financial instruments related to the Issuer or selling some or all of his beneficial or economic holdings, engaging in hedging or similar transactions with respect to the securities relating to the Issuer and/or otherwise changing his intention with respect to any and all matters referred to in Item 4 of Schedule 13D.

Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:

(a), (b)

The information contained on the cover pages of this Schedule 13D is incorporated herein by reference.

Throughout this Schedule 13D, shares of Class A Common Stock beneficially owned and the respective percentages of beneficial ownership of Class A Common Stock assumes the conversion of all shares of Class B Common Stock beneficially owned by such person or entity into Class A Common Stock, and the exercise of all options, warrants and other securities convertible into common stock beneficially owned by such person or entity currently exercisable or exercisable within 60 days of the date of this Schedule. Shares issuable pursuant to the conversion of Class B Common Stock or the exercise of stock options and warrants exercisable within 60 days are deemed outstanding and held by the holder of such shares of Class B Common Stock, options or warrants for computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.

Each holder of Class B Common Stock is entitled to convert at any time all or any part of such holder’s shares into an equal number of shares of the Issuer’s Class A Common Stock, subject to restrictions set forth in the Issuer’s certificate of incorporation. In connection with the transfer of shares of Class B Common Stock, unless the transferee is an affiliate or related party of GAP Holdings, Radio Holdings or FiveWire, such transferred shares will automatically convert into an equal number of shares of Class A Common Stock.  Holders of Class A Common Stock are entitled to one vote per share on matters to be voted upon by shareholders, holders of Class B Common Stock of the Issuer are entitled to ten votes per share on matters to be voted upon by shareholders and holders of

Class C Common Stock of the Issuer are not entitled to vote on matters to be voted upon by the shareholders generally. 

As of March 18, 2016, Radio Holdings directly holds 1,595,224 shares of Class A Common Stock, 638,251 shares of Class B Common Stock of the Issuer and warrants to purchase 2,615,154 shares of Class A Common Stock, which warrants are immediately exercisable.

As of March 18, 2016, GAP Holdings directly holds 1,513,122 shares of Class B Common Stock of the Issuer and warrants to purchase 6,199,826 shares of Class A Common Stock, which warrants are immediately exercisable.

OCM/GAP, in its capacity as the general partner of GAP Holdings, has the ability to direct the management of GAP Holdings’ business, including the power to direct the decisions of GAP Holdings regarding the vote and disposition of securities held by GAP Holdings; therefore, OCM/GAP may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings.

Principal Opportunities, in its capacity as the sole shareholder of OCM/GAP, has the ability to direct the management of OCM/GAP’s business, including the power to direct the decisions of OCM/GAP regarding the vote and disposition of securities held by OCM/GAP; therefore, Principal Opportunities may be deemed to have indirect beneficial ownership of the Issuer’s Class A Common Stock held by GAP Holdings.

Series AIF, in its capacity as a general partner of Radio Holdings, has the ability to direct the management of Radio Holdings’ business, including the power to direct the decisions of Radio Holdings regarding the vote and disposition of the securities held by Radio Holdings, and in its capacity as general partner of Principal Opportunities, has the ability to direct the management of Principal Opportunities’ business, including the power to direct the decisions of Principal Opportunities regarding the vote and disposition of securities held by Principal Opportunities; therefore, Series AIF may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by Radio Holdings and GAP Holdings.

Fund GP AIF LLC, in its capacity as general partner of Series AIF, has the ability to direct the management of Series AIF’s businesses, including the power to direct the decisions of Series AIF regarding the vote and disposition of the securities held by Series AIF; therefore, Fund GP AIF LLC may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

GP III, in its capacity as the managing member of Fund GP AIF LLC, has the ability to direct the management of Fund GP AIF LLC’s business, including the power to direct the decisions of Fund GP AIF LLC regarding the vote and disposition of the securities held by Fund GP AIF LLC; therefore, GP III may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

AIF Investments, in its capacity as general partner of GP III, has the ability to direct the management of GP III’s business, including the power to direct the decisions of GP III regarding the vote and disposition of the securities held by GP III; therefore, AIF Investments may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

AIF Holdings, in its capacity as general partner of AIF Investments, has the ability to direct the management of AIF Investment’s business, including the power to direct the decisions of AIF Investments regarding the vote and disposition of the securities held by AIF Investments; therefore, AIF Holdings may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

Capital Group LP, in its capacity as the sole voting shareholder of AIF Holdings, has the ability to direct the management of AIF Holding’s business, including the power to direct the decisions of AIF Holdings regarding the vote and disposition of the securities held by AIF Holdings; therefore, Capital Group LP may be deemed to have

indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

OCGH, in its capacity as general partner of Capital Group LP, has the ability to direct the management of Capital Group LP’s business, including the power to direct the decisions of Capital Group LP regarding the vote and disposition of the securities held by Capital Group LP; therefore, OCGH may be deemed to have indirect beneficial ownership of the shares of the Issuer’s Class A Common Stock held by GAP Holdings and Radio Holdings.

As of March 18, 2016, FiveWire directly holds 574,980 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock.

As of March 18, 2016, Steven Price directly holds 60,737 shares of the Issuer’s Class A Common Stock. Mr. Price holds 1,924,019 options to purchase an equal number of shares of the Issuer’s Class B Common Stock that are exercisable within 60 days of the date of this Schedule 13D. Mr. Price directly holds 125,941 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock. Mr. Price is the managing member of FiveWire, and as a result may be deemed to have beneficial ownership of the shares held by it.

As of March 18, 2016, Stuart Rosenstein directly holds 5,500 shares of the Issuer’s Class A Common Stock. Mr. Rosenstein holds 1,012,009 options to purchase an equal number of shares of the Issuer’s Class B Common Stock that are exercisable within 60 days of the date of this Schedule 13D. Mr. Rosenstein directly holds 62,970 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock. Mr. Rosenstein is a member of FiveWire and accordingly may be deemed to share in the voting and dispositive power of the shares owned by such entity.

As of March 18, 2016, Alex Berkett holds 166,201 options to purchase an equal number of shares of the Issuer’s Class B Common Stock exercisable within 60 days of the date of this Schedule 13D. Mr. Berkett directly holds 43,338 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock. Mr. Berkett is a member of FiveWire and accordingly may be deemed to share in the voting and dispositive power of the shares owned by such entity.

As of March 18, 2016, Dhruv Prasad holds 556,005 options to purchase an equal number of shares of the Issuer’s Class B Common Stock exercisable within 60 days of the date of this Schedule 13D. Mr. Prasad directly holds 43,338 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock. Mr. Prasad is a member of FiveWire and accordingly may be deemed to share in the voting and dispositive power of the shares owned by such entity.

As of March 18, 2016, Scott Schatz holds 253,002 options to purchase an equal number of shares of the Issuer’s Class B Common Stock exercisable within 60 days of the date of this Schedule 13D. Mr. Schatz directly holds 20,544 shares of Class B Common Stock in the Issuer, which may be converted, in whole or in part at any time or times, into an equal number of shares of Class A Common Stock. Mr. Schatz is a member of FiveWire and accordingly may be deemed to share in the voting and dispositive power of the shares owned by such entity.

As of March 18, 2016, Bill Wilson holds 136,232 shares of the Issuer’s Class A Common Stock. Mr. Wilson holds 556,005 options to purchase an equal number of shares of the Issuer’s Class A Common Stock that are exercisable within 60 days of the date of this Schedule 13D.

Neither the filing of this Schedule 13D nor any of its contents shall be deemed to constitute an admission by any of the Reporting Persons, other than with respect to direct holdings of Class A Common Stock, that it is the beneficial owner of any of the Class A Common Stock referred to herein for the purposes of Section 13(d) of the Act, or for any other purpose, and, except to the extent of its pecuniary interest, such beneficial ownership is expressly disclaimed pursuant to Rule 13d-4 of the Exchange Act by each Reporting Person, other than with respect to direct holdings of Class A Common Stock.

To the knowledge of the Oaktree Reporting Persons, none of the Oaktree Covered Persons directly owns any shares of Class A Common Stock; provided, however, that because of each Oaktree Covered Person’s status as an investment manager, manager, general partner, director, executive officer or member of an Oaktree Reporting Person, an Oaktree Covered Person may be deemed to be the beneficial owner of the shares of Class A Common Stock beneficially owned by such Oaktree Reporting Person. Except to the extent of their pecuniary interest, each of the Oaktree Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Class A Common Stock reported herein pursuant to Rule 13d-4 of the Exchange Act and the filing of this Schedule 13D shall not be construed as an admission that any such Oaktree Covered Person is the beneficial owner of any securities covered by this statement. The Oaktree Reporting Persons are responsible for the completeness and accuracy of the information concerning the Oaktree Reporting Persons contained herein.

To the knowledge of the FiveWire Reporting Persons, none of the FiveWire Covered Persons directly or beneficially owns any shares of Class A Common Stock, except as set forth in this Item 5. Except to the extent of their pecuniary interest, each of the FiveWire Covered Persons disclaims beneficial ownership of the shares of the Issuer’s Class A Common Stock reported herein pursuant to Rule 13d-4 of the Exchange Act and the filing of this Schedule 13D shall not be construed as an admission that any such FiveWire Covered Person is the beneficial owner of any securities covered by this statement. The FiveWire Reporting Persons are responsible for the completeness and accuracy of the information concerning the FiveWire Reporting Persons contained herein.

(c)

The following are the only transactions in shares of Class A Common Stock, or shares convertible into Class A Common Stock, effected in the past 60 days by the Reporting Persons. Except as set forth below, within the last 60 days, no reportable transactions were effected in shares of Class A Common Stock, or shares convertible into Class A Common Stock, by any Reporting Person.

On January 26, 2016, Steven Price received 250,000 options to purchase an equal number of shares of the Issuer’s Class B Common Stock in a grant from the Issuer. The options vest and become exercisable (i) with respect to fifty percent of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant and (ii) with respect to the remaining fifty percent of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the grant date.

On January 26, 2016, Stuart Rosenstein received 175,000 options to purchase an equal number of shares of the Issuer’s Class B Common Stock in a grant from the Issuer. The options vest and become exercisable (i) with respect to fifty percent of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant and (ii) with respect to the remaining fifty percent of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the grant date.

On January 26, 2016, Dhruv Prasad received 100,000 options to purchase an equal number of shares of the Issuer’s Class B Common Stock in a grant from the Issuer. The options vest and become exercisable (i) with respect to fifty percent of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant and (ii) with respect to the remaining fifty percent of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the grant date.

On January 26, 2016, Scott Schatz received 75,000 options to purchase an equal number of shares of the Issuer’s Class B Common Stock in a grant from the Issuer. The options vest and become exercisable (i) with respect to fifty percent of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant and (ii) with respect to the remaining fifty percent of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the grant date.

On January 26, 2016, Bill Wilson received 100,000 options to purchase an equal number of shares of the Issuer’s Class A Common Stock in a grant from the Issuer. The options vest and become exercisable (i) with respect to fifty percent of the shares of Class A Common Stock underlying the options on the third anniversary of the date of the grant and (ii) with respect to the remaining fifty percent of the shares of Class A Common Stock underlying the options upon the fourth anniversary of the grant date.

On March 8, 2016, GAP Holdings acquired 73,849 warrants to purchase an equal number of shares of the Issuer’s Class A Common Stock for $7.50 per warrant in a privately negotiated transaction.

On March 8, 2016, Radio Holdings acquired 31,151 warrants to purchase an equal number of shares of the Issuer’s Class A Common Stock for $7.50 per warrant in a privately negotiated transaction.

On March 11, 2016, GAP Holdings acquired 73,490 warrants to purchase an equal number of shares of the Issuer’s Class A Common Stock for $7.75 per warrant in a privately negotiated transaction.

On March 11, 2016, Radio Holdings acquired 30,999 warrants to purchase an equal number of shares of the Issuer’s Class A Common Stock for $7.75 per warrant in a privately negotiated transaction.

(d)

No other person is known to the Reporting Persons to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of the Class A Common Stock covered by this statement on Schedule 13D.

(e)

Not applicable.

SIGNATURES

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: March 18, 2016

EXHIBIT INDEX

ANNEX A

Oaktree Capital Group Holdings GP, LLC

Oaktree Capital Group Holdings GP, LLC is managed by an executive committee. The name and principal occupation of each of the members of the executive committee of Oaktree Capital Group Holdings GP, LLC and its executive officers are listed below.

Oaktree Capital Group Holdings, L.P.

The general partner of Oaktree Capital Group Holdings, L.P. is Oaktree Capital Group Holdings GP, LLC.

Oaktree AIF Holdings, Inc.

The name and principal occupation of each of the directors and executive officers of Oaktree AIF Holdings, Inc. are listed below:

Name		Principal Occupation
		Chief Accounting Officer and Managing Director of Oaktree Capital Management, L.P.

Oaktree AIF Investments, L.P.

The general partner and limited partner of Oaktree AIF Investments, L.P. is Oaktree AIF Holdings, Inc.

Oaktree Fund GP III, L.P.

The general partner of Oaktree Fund GP III, L.P. is Oaktree AIF Investments, L.P.

Oaktree Fund GP AIF, LLC

The sole member of Oaktree Fund GP AIF, LLC is Oaktree Fund GP III, L.P.

Oaktree Fund AIF Series, L.P.

The general partner of Oaktree Fund AIF Series, L.P. is Oaktree Fund GP AIF, LLC.

OCM Principal Opportunities Fund IV AIF (Delaware), L.P.

The general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. is Oaktree Fund AIF Series, L.P.

OCM/GAP Holdings IV, LLC

The name and principal occupation of each of the directors and executive officers of Oaktree AIF Holdings, Inc. are listed below: 

OCM POF IV AIF GAP Holdings, L.P.

The general partner of OCM POF IV AIF GAP Holdings, L.P. is OCM/GAP Holdings IV, LLC

OCM PF/FF Radio Holdings PT, L.P.

The general partners of OCM PF/FF Radio Holdings PT, L.P. are Oaktree Fund AIF Series, L.P. - Series I and Oaktree Fund AIF Series, L.P. - Series D.

ANNEX B

FiveWire Media Ventures LLC

The name and principal occupation of each of the members of FiveWire Media Ventures LLC and its executive officers are listed below.