SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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: 3235-0104 Estimated average burden hours per response: 0.5

1. Name and Address of Reporting Person* Madison Square Garden Entertainment Corp. (Last) (First) (Middle) TWO PENNSYLVANIA PLAZA (Street) NEW YORK NY 10121 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/09/2020	3. Issuer Name and Ticker or Trading Symbol Townsquare Media, Inc. [ TSQ ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $0.01 per share	3,208,139	I	By Subsidiary(1)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Madison Square Garden Entertainment Corp. ("MSGE") may be deemed to beneficially own 3,208,139 shares of the Class A common stock, par value $0.01 per share ("Class A Common Stock"), of Townsquare Media, Inc. ("Townsquare") indirectly through its wholly owned subsidiaries. MSG National Properties, LLC, the direct owner of the Class A Common Stock, is wholly owned by MSG Entertainment Group, LLC, and MSG Entertainment Group, LLC is wholly owned by MSGE.

Remarks:

This Form 3 is being filed in connection with a series of reorganizations. On April 17, 2020, MSGE became a standalone publicly traded company following its spin-off from The Madison Square Garden Company, which was renamed Madison Square Garden Sports Corp. ( "MSG Sports"). In connection with the spin-off, Madison Square Garden Investments, LLC, the entity that directly held the 3,208,139 shares of Townsquare Class A Common Stock as of such date, became an indirect wholly owned subsidiary of MSGE. On November 9, 2020, Madison Square Garden Investments, LLC, assigned the 3,208,139 shares of Townsquare Class A Common Stock to MSG National Properties, LLC, another indirect wholly owned subsidiary of MSGE.

	/s/ Mark H. FitzPatrick, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp.	11/19/2020
	** 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 5 (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.