0000950170-24-128196.txt : 20241118 0000950170-24-128196.hdr.sgml : 20241118 20241118202521 ACCESSION NUMBER: 0000950170-24-128196 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20241114 FILED AS OF DATE: 20241118 DATE AS OF CHANGE: 20241118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELL MICHAEL S CENTRAL INDEX KEY: 0000908724 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 241473096 MAIL ADDRESS: STREET 1: C/O DELL INC. STREET 2: ONE DELL WAY CITY: ROUND ROCK STATE: TX ZIP: 78682-2244 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MSD CAPITAL L P CENTRAL INDEX KEY: 0001105497 ORGANIZATION NAME: STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 241473097 BUSINESS ADDRESS: STREET 1: 1 VANDERBILT AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-5407 BUSINESS PHONE: 212-303-1650 MAIL ADDRESS: STREET 1: 1 VANDERBILT AVENUE STREET 2: 26TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10017-5407 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: LEMKAU GREGG CENTRAL INDEX KEY: 0001846894 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 241473095 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Lisker Marc R CENTRAL INDEX KEY: 0001761864 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 241473094 MAIL ADDRESS: STREET 1: 645 FIFTH AVENUE, 21ST FLOOR CITY: NEW YORK STATE: NY ZIP: 10022-5910 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Townsquare Media, Inc. CENTRAL INDEX KEY: 0001499832 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] ORGANIZATION NAME: 06 Technology IRS NUMBER: 271996555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD, SUITE 202 CITY: PURCHASE STATE: NY ZIP: 10577 BUSINESS PHONE: 203-861-0900 MAIL ADDRESS: STREET 1: 1 MANHATTANVILLE ROAD, SUITE 202 CITY: PURCHASE STATE: NY ZIP: 10577 FORMER COMPANY: FORMER CONFORMED NAME: Townsquare Media, LLC DATE OF NAME CHANGE: 20100824 4 1 ownership.xml 4 X0508 4 2024-11-14 true 0001499832 Townsquare Media, Inc. TSQ 0001105497 MSD CAPITAL L P ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false false true Former 10% owner 0000908724 DELL MICHAEL S ONE DELL WAY ROUND ROCK TX 78682 false false false true Former 10% owner 0001846894 LEMKAU GREGG ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false false true Former 10% owner 0001761864 Lisker Marc R ONE VANDERBILT AVENUE, 26TH FLOOR NEW YORK NY 10017 false false false true Former 10% owner false Class A Common Stock 2024-11-14 4 S false 36574 10.16 D 1470067 I See Footnotes Class A Common Stock 2024-11-15 4 S false 12379 10.03 D 1457688 I See Footnotes Class A Common Stock 2024-11-18 4 S false 5139 10.03 D 1452549 I See Footnotes The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.08 to $10.25, 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 $10.20, inclusive. The price reported is a weighted average price. These shares were sold in multiple transactions at prices ranging from $10.00 to $10.05, 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 164,737 shares of Class A common stock of the Issuer, and SOF Investments, L.P. - Private V ("SOF Investments Private V"), which owns 787,812 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 2024-11-18 Michael S. Dell By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Attorney-in-Fact 2024-11-18 Gregg R. Lemkau By: /s/ Gregg R. Lemkau 2024-11-18 Marc R. Lisker By: /s/ Marc R. Lisker 2024-11-18