SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

OCM POF IV AIF GAP HOLDINGS, L.P.

(Last)

(First)

(Middle)

333 SOUTH GRAND AVENUE

28TH FLOOR

(Street)

LOS ANGELES

90071

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
07/23/2014

3. Issuer Name and Ticker or Trading Symbol
Townsquare Media, LLC [ TSQ ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Preferred Units	22,247,026.775	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Units	22,247,026.775	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Preferred Warrants	⁽⁸⁾	⁽⁸⁾	Class A Preferred Units	13,934,215.29	$0.0001	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾
Class A Common Warrants	⁽⁸⁾	⁽⁸⁾	Class A Common Units	13,934,215.29	$0.0001	I	See footnotes⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

OCM POF IV AIF GAP HOLDINGS, 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/GAP Holdings IV Inc.

(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 Principal Opportunities Fund IV AIF (Delaware), 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^*

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)

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^*

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. The Issuer expects to complete an initial public offering on or about July 29, 2014 (the "IPO"), and in connection therewith, the Issuer is being converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the conversion, the Reporting Persons' Class A Preferred Units and the Class A Common Units will be converted into Class B common stock in the Corporation and the Reporting Persons' Warrants to purchase Class A Preferred Units and the Reporting Persons' Warrants to purchase the Class A Common Units will be converted into Warrants to purchase Class A common stock in the Corporation, each at a conversion rate based on the price of the IPO and pursuant to the terms of the limited liability company agreement of the Issuer.

2. In connection with the issuer's initial public offering, certain of the reporting persons 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 affiliates of Oaktree Capital Management, LLC ("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.

3. This Form 3 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.

4. This Form 3 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 3 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").

5. 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 OCM POV IV AIF GAP Holdings, L.P. 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 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.

6. 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 3 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 3.

7. 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.

8. Warrants are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances.

Remarks:

This Form 3 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 POF IV AIF GAP Holdings, Inc., Radio Holdings and the Reporting Persons listed in Footnotes (3) and (4) above. The two filings relate to the same transaction described above. Exhibit 99.1 attached hereto.

	See Signatures included in Exhibit 99.1	07/23/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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