SEC FORM 4/A

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

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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^*

PRICE STEVEN

(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)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXEC. OFFICER & CHAIRMAN

3. Date of Earliest Transaction (Month/Day/Year)
07/24/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/28/2014

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	07/24/2014		P		50,000	A	$10.1⁽¹⁾	50,000⁽²⁾⁽³⁾	D
Class A Common Stock	07/25/2014		P		737	A	$10.1599	50,737⁽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⁽²⁾			1,933,975.119	⁽²⁾	⁽²⁾	Class A Common Stock	0⁽²⁾	⁽²⁾	700,921⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class A Preferred Units	$0	07/25/2014		J⁽²⁾			1,933,975.119	⁽²⁾	⁽²⁾	Class A Common Stock	0⁽²⁾	⁽²⁾	700,921⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Common Stock	$0	07/25/2014		J⁽²⁾		574,980		⁽²⁾	⁽²⁾	Class A Common Stock	574,980⁽²⁾	⁽²⁾	700,921⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽⁴⁾⁽⁵⁾⁽⁶⁾	See Footnotes⁽⁴⁾⁽⁵⁾⁽⁶⁾
Class B Common Units	$0	07/25/2014		J⁽³⁾			2,800,000	⁽³⁾	⁽³⁾	Class A Common Stock	0⁽³⁾	⁽³⁾	700,921⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Class B Common Stock	$0	07/25/2014		J⁽³⁾		125,941		⁽³⁾	⁽³⁾	Class A Common Stock	0⁽³⁾	⁽³⁾	700,921⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	D
Option to Purchase Class B Common Stock	$11	07/25/2014		A		1,824,019		⁽⁷⁾	07/25/2024	Class A Common Stock	1,824,019	$0	2,524,940⁽⁴⁾⁽⁵⁾⁽⁶⁾	D

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.193 to $10.014, inclusive. The reporting person undertakes to provide to Townsquare Media, Inc., any security holder of Townsquare Media, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).

2. 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 1,933,975.119 Class A Preferred Units and 1,933,975.119 Class A Common Units in the LLC owned by FiveWire Media Ventures, LLC ("FiveWire") were together converted into 574,980 shares of Class B common stock in the Corporation, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.

3. As part of the Conversion, the 2,800,000 Class B Common Units in the LLC owned by Mr. Price were converted into 125,941 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.

4. In connection with the issuer's initial public offering, the Reporting Person expects to enter into a stockholders' agreement (the "Stockholders' Agreement") with OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), FiveWire, and the other 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. The Reporting Person disclaims beneficial ownership of any securities held by Oaktree and its affiliates.

5. The reporting person disclaims beneficial ownership of any securities held by FiveWire and the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.

6. Includes the Class B Common Stock received by Five Wire pursuant the Conversion. Mr. Price is the Managing Member of FiveWire Media Ventures, LLC, and as a result may be deemed to have beneficial ownership of the shares held by it. Mr. Price disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.

7. Mr. Price's options to purchase Class B Common Stock were fully vested upon issuance.

	/s/**Alex Berkett as Attorney-in- Fact for Steven Price	07/28/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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