X0508 4 2024-11-07 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 2024-11-07 4 S false 3311 10.32 D 1515516 I See Footnotes Class A Common Stock 2024-11-08 4 S false 2618 10.12 D 1512898 I See Footnotes Class A Common Stock 2024-11-11 4 S false 6257 10.01 D 1506641 I See Footnotes The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.28 to $10.47, inclusive. The Reporting Persons undertake to provide to the Issuer, any security holder of the Issuer, 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 footnotes 1, 2 and 3 to this Form 4. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.21, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.06, inclusive. 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 174,092 shares of Class A common stock of the Issuer, and SOF Investments, L.P. - Private V ("SOF Investments Private V"), which owns 832,549 shares of Class A common stock of the Issuer and 500,000 shares of Class C common stock of the Issuer, which are convertible at any time into an equal number of shares of Class A common stock. 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 of Messrs. Dell, Lemkau and Lisker 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 2024-11-12 Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 2024-11-12 Gregg R. Lemkau By: /s/ Gregg R. Lemkau 2024-11-12 Marc R. Lisker By: /s/ Marc R. Lisker 2024-11-12