0001499832-18-000104.txt : 20180820 0001499832-18-000104.hdr.sgml : 20180820 20180820164537 ACCESSION NUMBER: 0001499832-18-000104 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20180816 FILED AS OF DATE: 20180820 DATE AS OF CHANGE: 20180820 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Schatz Scott CENTRAL INDEX KEY: 0001614340 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36558 FILM NUMBER: 181028661 MAIL ADDRESS: STREET 1: C/O TOWNSQUARE MEDIA, LLC STREET 2: 240 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Townsquare Media, Inc. CENTRAL INDEX KEY: 0001499832 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 271996555 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 240 GREENWICH AVE. CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 203-861-0900 MAIL ADDRESS: STREET 1: 240 GREENWICH AVE. CITY: GREENWICH STATE: CT ZIP: 06830 FORMER COMPANY: FORMER CONFORMED NAME: Townsquare Media, LLC DATE OF NAME CHANGE: 20100824 4 1 wf-form4_153479792158487.xml FORM 4 X0306 4 2018-08-16 0 0001499832 Townsquare Media, Inc. TSQ 0001614340 Schatz Scott C/O TOWNSQUARE MEDIA, INC. 240 GREENWICH AVENUE GREENWICH CT 06830 0 1 0 0 EVP, Finance Op and Tech Options to Purchase Class B Common Stock 9.63 2018-08-16 4 D 0 228002 0 D 2024-07-25 Class B Common Stock 228002.0 100000 D Options to Purchase Class B Common Stock 8.74 2018-08-17 4 A 0 195709 0 A 2024-07-25 Class B Common Stock 195709.0 295709 D Options to Purchase Class B Common Stock 9.63 2018-08-16 4 D 0 25000 0 D 2025-08-19 Class B Common Stock 25000.0 270709 D Options to Purchase Class B Common Stock 8.74 2018-08-17 4 A 0 21987 0 A 2025-08-19 Class B Common Stock 21987.0 292696 D Options to Purchase Class B Common Stock 8.96 2018-08-16 4 D 0 75000 0 D 2026-01-26 Class B Common Stock 75000.0 217696 D Options to Purchase Class B Common Stock 8.74 2018-08-17 4 A 0 71157 0 A 2026-01-26 Class B Common Stock 71157.0 288853 D This transaction reflects the cancellation of certain outstanding stock options ("Surrendered Options") to purchase Class B common stock of Townsquare Media, Inc. (the "Company") that were previously granted to the Reporting Persons and voluntarily surrendered by the Reporting Person to the Company in connection with the Company's offer to exchange certain outstanding options for new replacement options to purchase Class B common stock of the Company ("Replacement Options") as more fully described in the Schedule TO-I filed with the Securities Exchange Commission on July 18, 2018 and as amended on July 31, 2018, August 9, 2018, August 14, 2018, August 16, 2018 and August 17, 2018 (the "Exchange Offer"). The Surrendered Options were granted on July 25, 2014 and were fully vested at grant, with transfer restrictions that have fully lapsed as of the date hereof; the Replacement Options granted in respect thereof are fully vested and fully transferable. The exercise price per share of the Replacement Options equals the closing price per share of the Company's Class A common stock as reported on the New York Stock Exchange on August 16, 2018, the closing of the Exchange Offer. This transaction reflects the grant of Replacement Options in connection with the Exchange Offer. The Surrendered Options were granted on August 19, 2015 and were fully vested at grant with transfer restrictions scheduled to lapse as to 30% on August 19, 2019; the Replacement Options granted in respect thereof are fully vested and will become fully transferable on the same schedule. The Surrendered Options were granted on January 26, 2016 and were scheduled to vest as to 50% on January 26, 2019 and 50% on January 26, 2020; the Replacement Options granted in respect thereof will become vested on the same schedule. /s/ Christopher Kitchen as attorney-in-fact for Scott Schatz 2018-08-20