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

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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^*

OCM POF IV AIF GAP HOLDINGS, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(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	X	10% Owner
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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		P		132,375	A	$10.4608	10,889,239⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

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 Preferred Units	$0	07/25/2014		J⁽⁸⁾			22,247,026.775	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,151,373⁽⁸⁾	⁽⁸⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Units	$0	07/25/2014		J⁽⁸⁾			22,247,026.775	⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,151,373⁽⁸⁾	⁽⁸⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class B Common Stock	$0	07/25/2014		J⁽⁸⁾		2,151,373		⁽⁸⁾	⁽⁸⁾	Class A Common Stock	2,151,373⁽⁸⁾	⁽⁸⁾	2,151,373⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾
Class A Common Warrants	$0.0001	07/25/2014		J⁽⁹⁾			13,934,215.29	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	8,605,491⁽⁹⁾	⁽⁹⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Class A Preferred Warrants	$0.0001	07/25/2014		J⁽⁹⁾			13,934,215.29	⁽⁹⁾	⁽⁹⁾	Class A Common Stock	8,605,491⁽⁹⁾	⁽⁹⁾	0⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾
Warrants to purchase Class A Common Stock	$0.0001	07/25/2014		J⁽⁹⁾		8,605,491		⁽⁹⁾	⁽⁹⁾	Class A Common Stock	8,605,491⁽⁹⁾	⁽⁹⁾	8,605,491⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾	I⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁷⁾⁽⁹⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁹⁾⁽¹⁰⁾

1. Name and Address of Reporting Person^*

OCM POF IV AIF GAP HOLDINGS, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OCM/GAP Holdings IV Inc.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

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

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Oaktree Fund AIF Series, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

OCM PF/FF RADIO HOLDINGS PT, L.P.

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 S. GRAND AVENUE, 28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Oaktree Fund GP AIF, LLC

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGLES

90071

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. This Form 4 is also being filed by: Oaktree Capital Group Holdings GP, LLC ("OCGH"), in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"), in its capacity as Sole Voting Shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"), in its capacities as General Partner and Limited Partner of Oaktree AIF Investments, L.P. ("AIF Investments"), in its capacity as General Partner of Oaktree Fund GP III, L.P.

2. This Form 4 is also being filed by: Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series I ("Series I") and general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). This Form 4 is also being filed by Series I, in its capacity as general partner of OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as Sole Shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"), and OCM/GAP in its capacity as General Partner of OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings").

3. Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than GAP Holdings and Radio Holdings with respect to their respective direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.

4. OCGH GP is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, Stephen A. Kaplan, John B. Frank and David M. Kirchheimer (each, an "OCGH GP Member" and collectively, the "OCGH GP Members"). In such capacity, the OCGH GP Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH GP Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.

5. The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.

6. 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.

7. In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings entered 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 agreed to support certain nominees of affiliates of GAP Holdings and 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, the reporting persons may be deemed to form a "group" with FiveWire and its members. The reporting persons disclaim beneficial ownership of any securities held by FiveWire and its members.

8. 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 beneficially owned by the Reporting Persons 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.

9. 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 beneficially owned by the Reporting Persons 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.

10. 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.

Remarks:

Remarks: This Form 4 is being filed in two parts due to the large number of reporting persons. The accompanying filing is filed, on the date hereof, by OCM POV IV AIF GAP Holdings, Inc., Radio Holdings and the Reporting Persons listed in Footnotes (1) and (2) above. The two filings relate to the same transactions described above. Exhibit 99.1 attached hereto

	See Signatures included in Exhibit 99.1	07/29/2014
	** Signature of Reporting Person	Date
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