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^*

Quick David

(Last)

(First)

(Middle)

C/O OAKTREE CAPITAL MANAGEMENT, L.P.

333 SOUTH 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)

X	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)

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		P		132,375⁽¹⁾	A	$10.4608	10,889,239⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾	I⁽¹⁾⁽²⁾⁽³⁾	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾

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

Explanation of Responses:

1. These securities are owned directly by OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings") and OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"). These securities may be deemed beneficially owned by Mr. Quick by virtue of being an officer of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). OCM/GAP is the general partner of GAP Holdings. Oaktree Fund GP AIF, LLC is the general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series I"). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). Principal Opportunities is the sole shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). Series I and Series D are general partners of Radio Holdings.

2. Except to the extent of his pecuniary interest, Mr. Quick disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that Mr. Quick is the beneficial owner of any securities covered by this Form 4.

3. In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings expect to enter 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 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. Each of Oaktree and the Reporting Person disclaim beneficial ownership of any securities held by FiveWire and its members.

4. 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.

5. 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 owned by GAP Holdings and Radio Holdings 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.

6. 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 owned by GAP Holdings and Radio Holdings 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.

7. 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.

	/s/ David Quick	07/29/2014
	** Signature of Reporting Person	Date
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