X0508 4 2024-03-08 0001499832 Townsquare Media, Inc. TSQ 0001105497 MSD CAPITAL L P ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false true false 0000908724 DELL MICHAEL S ONE DELL WAY ROUND ROCK TX 78682 false false true false 0001846894 LEMKAU GREGG ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false true false 0001761864 Lisker Marc R ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false true false false Class A Common Stock 2024-03-08 4 C false 836341 A 1518827 I See Footnotes Class C Common Stock 2024-03-08 4 C false 836341 0 D Class A Common Stock 836341 0 I See Footnotes On March 8, 2024, the Issuer converted 836,341 shares of Class C common stock beneficially owned by the Reporting Persons into an equal number of shares of Class A common stock. The Class C common stock was convertible at any time into an equal number of shares of Class A common stock. This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker. The securities reported herein are owned directly by SOF Investments, L.P. ("SOF Investments"), which owns 175,860 shares of Class A common stock of the Issuer, and SOF Investments, L.P. - Private V ("SOF Investments Private V"), which owns 1,342,967 shares of Class A common stock of the Issuer. MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [footnote cont'd] [continuation] Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer. MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager 2024-03-14 Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 2024-03-14 Gregg R. Lemkau By: /s/ Gregg R. Lemkau 2024-03-14 Marc R. Lisker By: /s/ Marc R. Lisker 2024-03-14