8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549 _________________
FORM 8-K_________________
CURRENT REPORT Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 13, 2019 (December 9, 2019) ________________________________________________________ Townsquare Media, Inc. (Exact name of registrant as specified in its charter) ________________________________________________________
Delaware (State or other jurisdiction of incorporation or organization)	001-36558 (Commission File Number)	27-1996555(I.R.S. Employer Identification No.)
________________________________________________________ One Manhattanville Road, Suite 202 Purchase, New York 10577 (Address of principal executive offices, including zip code) (203) 861-0900 (Registrant's telephone number, including area code) Not applicable (Former name or former address, if changed since last report)

Check the appropriate box below if Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a - 12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Class A Common Stock, $0.01 par value per share	TSQ	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  x

If an emerging growth company indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. x

Item 5.02 - Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 9, 2019, Townsquare Media, Inc. (the “Company”) entered into letter agreements that amend the employment agreements entered into between the Company and each of Bill Wilson, Chief Executive Officer, Stuart Rosenstein, Chief Financial Officer, and Erik Hellum, Chief Operating Officer - Local Media (collectively, the “Executive Employment Agreements”), and the letter agreement entered into between the Company and Steven Price, Executive Chairman (such letter agreement, the “Price Agreement Amendment”).

The letter agreements extend the terms of the Executive Employment Agreements through October 16, 2023 for each of Messrs. Wilson and Rosenstein and through October 25, 2023 for Mr. Hellum. The letter agreements also provide that in the event of the executive’s termination by the Company without cause or by the executive for good reason, all outstanding, vested stock option awards will remain exercisable for 24 months following the executive’s termination date or, if earlier, until the original expiration date of the stock option award, and that all outstanding equity awards will fully accelerate and vest upon a change in control of the Company.

Mr. Wilson’s letter agreement also amends his Executive Employment Agreement to provide for severance pay in the amount of three times the sum of his annual base salary and target bonus then in effect in the event that (i) the Company terminates his employment without cause (x) within 12 months prior to a change in control of the Company (such termination, an “Anticipatory Termination”) or (y) during the 24-month period following a change in control of the Company or (ii) if he terminates his employment for good reason within 24 months following a change in control of the Company. Mr. Wilson’s letter agreement also provides that in the event of an Anticipatory Termination, his unvested equity awards will remain outstanding until the earliest to occur of (A) the expiration date of the original award, solely in the case of stock options, (B) the 12-month anniversary of the termination date and (C) a change in control of the Company.

In addition, Mr. Hellum’s letter agreement amends his Executive Employment Agreement to provide for severance pay in the amount of two times the sum of his annual base salary and target bonus then in effect in the event that (i) the Company terminates his employment without cause (x) within six months prior to a change in control of the Company or (y) during the 12-month period following a change in control of the Company or (ii) if he terminates his employment for good reason within 12 months following a change in control of the Company. In the event that the Company terminates his employment without cause or he terminates his employment for good reason, the Company will also pay Mr. Hellum for the full value of healthcare premiums under the Consolidated Omnibus Budget Reconciliation Act for Mr. Hellum and his eligible dependents during the 18-month period following such termination.

Pursuant to the Price Agreement Amendment, in the event the Company terminates Mr. Price’s service without cause or Mr. Price terminates his service for good reason within 12 months following a change in control of the Company, Mr. Price will be eligible to receive one times his annual base salary then in effect. In the event the Company terminates Mr. Price’s service without cause and a change in control is consummated within six months following the date of such termination, Mr. Price will be eligible to receive one half of his annual base salary then in effect.

The foregoing description of the letter agreements is qualified in its entirety by reference to the full text of the letter agreements filed as Exhibits 10.1, 10.2, 10.3 and 10.4 to this Current Report on Form 8-K, which are incorporated by reference into this Item 5.02.

Item 9.01 - Financial Statements and Exhibits

(d) Exhibits

Number	Exhibit
10.1	Second Amendment, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Bill Wilson
10.2	First Amendment, dated December 9, 2019, to the Employment Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Stuart Rosenstein
10.3	First Amendment, dated December 9, 2019, to the Employment Agreement, dated October 25, 2017, by and between Townsquare Media, Inc. and Erik Hellum
10.4	First Amendment, dated December 9, 2019, to the Letter Agreement, dated October 16, 2017, by and between Townsquare Media, Inc. and Steven Price

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	TOWNSQUARE MEDIA, INC.
By:	/s/ Stuart Rosenstein
	Name: Stuart Rosenstein
	Title: Executive Vice President and Chief Financial Officer

Date: December 13, 2019

3

EX-10.1

EXECUTION VERSION

December 9, 2019

Bill Wilson

Address on file with the Company

Re:     Second Amendment to Employment Agreement

Dear Bill:

This letter confirms our recent discussions regarding certain changes to your Employment Agreement, as amended April 27, 2018 (the “Employment Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.

• Employment Term. Effective as of the date of this Second Amendment to Employment Agreement, the “Employment Term” of your Employment Agreement is hereby extended through the sixth (6th) anniversary of the Commencement Date, subject to your and the Company’s right to terminate your employment in accordance with Section 5 of the Employment Agreement. For the avoidance of doubt, the initial Employment Term of your Employment Agreement will now end on October 16, 2023, rather than October 16, 2020.

• A new sentence is added to the end of Section 3(c) of the Employment Agreement as follows:

For the avoidance of doubt, equity awards granted to Executive under the 2014 Plan will fully accelerate and vest upon a Change in Control (as defined in the 2014 Plan).

• Severance. Section 7(c)(iii) of the Employment Agreement is hereby amended and restated in its entirety as follows:

The Company shall pay Executive as severance pay, in lieu of any other severance compensation under any Company severance plan or policy of general applicability, an amount in cash equal to one (1) times (or, if such termination of employment is within 24 months following a Change in Control, three (3) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to the termination and without regard to any reduction thereto which constitutes Good Reason. In the event Executive’s employment is terminated by the Company without Cause prior to a Change in Control, and the Change in Control is consummated within twelve (12) months thereafter (such termination, an “Anticipatory Termination”), the Company shall, no later than 30 days following the Change in Control, pay Executive an additional amount in cash equal to two (2) times the sum of Executive’s Base Salary and Target Bonus. For purposes of this Agreement, “Change in Control” shall have the meaning ascribed to such term in the 2014 Plan;

• Section 7(c)(v) of the Employment Agreement is hereby amended and restated in its entirety as follows:

Executive’s outstanding equity awards will be treated in accordance with the terms of 2014 Plan and the applicable award agreements; provided that the Company shall cause the immediate vesting of any outstanding unvested equity-based awards held by Executive as of his termination date that pursuant to their terms would have vested within twelve (12) months following such date; provided further that any outstanding stock option awards, once vested in accordance with their terms and this Section 7(c)(v), will remain exercisable until the earlier to occur of (x) the original expiration date of such stock option award and (y) the date that is twenty-four (24) months following Executive’s termination date. In the event that Executive’s termination constitutes an Anticipatory Termination, the portion (if any) of Executive’s equity awards that remain unvested after giving effect to the previous sentence shall remain outstanding until the earliest to occur of (i) solely with respect to stock option awards, the original expiration date of such stock option award, (ii) the date that is twelve (12) months following Executive’s termination date and (iii) a Change in Control.

The changes to your Employment Agreement described above shall become effective as of the date hereof.

***

We are looking forward to your continued leadership.

[Signature Page Follows]

TOWNSQUARE MEDIA, INC.

/s/ David Quick___________By: David QuickTitle: Chair, Compensation Committee

ACCEPTED AND AGREED:

/s/ Bill Wilson___________

Bill Wilson

[Signature Page to Second Amendment to Wilson Employment Agreement]

64954493.12

EX-10.2

EXECUTION VERSION

December 9, 2019

Stuart Rosenstein

Address on file with the Company

Re:     Amendment to Employment Agreement

Dear Stuart:

This letter confirms our recent discussions regarding certain changes to your Employment Agreement, dated October 16, 2017 (the “Employment Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.

• Employment Term. Effective as of the date of this Amendment to Employment Agreement, the “Employment Term” of your Employment Agreement is hereby extended through the sixth (6^th) anniversary of the Commencement Date, subject to your and the Company’s right to terminate your employment in accordance with Section 5 of the Employment Agreement. For the avoidance of doubt, the initial Employment Term of your Employment Agreement will now end on October 16, 2023, rather than October 16, 2020.

• A new sentence is added to the end of Section 3(c) of the Employment Agreement as follows:

Equity awards granted to Executive under the 2014 Plan will fully accelerate and vest upon a Change in Control (as defined in the 2014 Plan).

• Severance. Section 7(c)(iii) of the Employment Agreement is hereby amended and restated in its entirety as follows:

The Company shall pay Executive as severance pay, in lieu of any other severance compensation under any Company severance plan or policy of general applicability, an amount in cash equal to one (1) times (or, if such termination of employment is within twelve (12) months following a Change in Control, two (2) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to the termination and without regard to any reduction thereto which constitutes Good Reason. In the event Executive’s employment is terminated by the Company without Cause prior to a Change in Control, and the Change in Control is consummated within six (6) months thereafter (such termination, an “Anticipatory Termination”), the Company shall, no later than 30 days following the Change in Control, pay Executive an additional amount in cash equal to one (1) times the sum of Executive’s Base Salary and Target Bonus. For purposes of this Agreement, “Change in Control” shall have the meaning ascribed to such term in the 2014 Plan;

• Section 7(c)(v) of the Employment Agreement is hereby amended and restated in its entirety as follows:

Executive’s outstanding equity awards will be treated in accordance with the terms of 2014 Plan, the applicable award agreements and this Agreement; provided that the Company shall cause the immediate vesting of any outstanding unvested equity-based awards held by Executive as of his termination date that pursuant to their terms would have vested within twelve (12) months following such date; provided further that any outstanding stock option awards, once vested in accordance with their terms and this Section 7(c)(v), will remain exercisable until the earlier to occur of (x) the original expiration date of such stock option award and (y) the date that is twenty-four (24) months following Executive’s termination date. In the event that Executive’s termination constitutes an Anticipatory Termination, the portion (if any) of Executive’s equity awards that remain unvested after giving effect to the previous sentence shall remain outstanding until the earliest to occur of, (i) solely with respect to stock option awards, the original expiration date of such stock option award, (ii) the date that is six (6) months following Executive’s termination date and (iii) a Change in Control.

The changes to your Employment Agreement described above shall become effective as of the date hereof.

***

We are looking forward to your continued leadership.

[Signature Page Follows]

TOWNSQUARE MEDIA, INC.

/s/ David Quick___________By: David QuickTitle: Chair, Compensation Committee

ACCEPTED AND AGREED:

/s/ Stuart Rosenstein___________

Stuart Rosenstein

[Signature Page to Amendment to Rosenstein Employment Agreement]

65330558.5

EX-10.3

EXECUTION VERSION

December 9, 2019

Erik Hellum

Address on file with the Company

Re:     Amendment to Employment Agreement

Dear Erik:

This letter confirms our recent discussions regarding certain changes to your Employment Agreement, dated October 25, 2017 (the “Employment Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Employment Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Employment Agreement.

• Employment Term. Effective as of the date of this Amendment to Employment Agreement, the “Employment Term” of your Employment Agreement is hereby extended through the sixth (6^th) anniversary of the Commencement Date, subject to your and the Company’s right to terminate your employment in accordance with Section 5 of the Employment Agreement. For the avoidance of doubt, the initial Employment Term of your Employment Agreement will now end on October 25, 2023, rather than October 25, 2020.

• A new sentence is added to the end of Section 3(c) of the Employment Agreement as follows:

Equity awards granted to Executive under the 2014 Plan will fully accelerate and vest upon a Change in Control (as defined in the 2014 Plan).

• Severance. Sections 7(c)(iii), (iv) and (v) of the Employment Agreement are hereby amended and restated in its entirety as follows:

(iii) The Company shall pay Executive as severance pay, in lieu of any other severance compensation under any Company severance plan or policy of general applicability, an amount in cash equal to one (1) times (or, if such termination of employment is within twelve (12) months following a Change in Control, two (2) times) the sum of Executive’s Base Salary and Target Bonus, in each case, as in effect immediately prior to the termination and without regard to any reduction thereto which constitutes Good Reason. In the event Executive’s employment is terminated by the Company without Cause prior to a Change in Control, and the Change in Control is consummated within six (6) months thereafter (such termination, an “Anticipatory Termination”), the Company shall, no later than 30 days following the Change in Control, pay Executive an additional amount in cash equal to one (1) times the sum of Executive’s Base Salary and Target Bonus. For purposes of this Agreement, “Change in Control” shall have the meaning ascribed to such term in the 2014 Plan;

(iv) The Company shall pay Executive for the full amount of COBRA premiums incurred by Executive during the 18-month period following the date of termination for Executive and his eligible dependents; and

(v) Executive’s outstanding equity awards will be treated in accordance with the terms of 2014 Plan, the applicable award agreements and this Agreement; provided that the Company shall cause the immediate vesting of any outstanding unvested equity-based awards held by Executive as of his termination date that pursuant to their terms would have vested within twelve (12) months following such date; provided further that any outstanding stock option awards, once vested in accordance with their terms and this Section 7(c)(v), will remain exercisable until the earlier to occur of (x) the original expiration date of such stock option award and (y) the date that is twenty-four (24) months following Executive’s termination date. In the event that Executive’s termination constitutes an Anticipatory Termination, the portion (if any) of Executive’s equity awards that remain unvested after giving effect to the previous sentence shall remain outstanding until the earliest to occur, of (i) solely with respect to stock option awards, the original expiration date of such stock option award, (ii) the date that is six (6) months following Executive’s termination date and (iii) a Change in Control.

The changes to your Employment Agreement described above shall become effective as of the date hereof.

***

We are looking forward to your continued leadership.

[Signature Page Follows]

TOWNSQUARE MEDIA, INC.

/s/ David Quick___________By: David QuickTitle: Chair, Compensation Committee

ACCEPTED AND AGREED:

/s/ Erik Hellum___________

Erik Hellum

[Signature Page to Amendment to Hellum Employment Agreement]

64955621.11

EX-10.4

EXECUTION VERSION

December 9, 2019

Steven Price

Address on file with the Company

Re:     Amendment to Letter Agreement

Dear Steven:

This letter confirms our recent discussions regarding certain changes to your Letter Agreement, dated October 16, 2017 (the “Letter Agreement”), with Townsquare Media, Inc. (the “Company”). Except as otherwise set forth herein, the terms and conditions of your Letter Agreement will be unaffected by this letter. Capitalized terms used but not defined herein will have the meaning set forth in your Letter Agreement.

• Severance. A new section entitled “Severance Benefits” is hereby added to the Letter Agreement as follows:

• Severance Benefits. The Company wishes to provide you with certain severance benefits in the event that you experience a qualifying termination following a Change in Control (as defined in the Company’s 2014 Omnibus Incentive Plan) of the Company, as follows:

In the event that the Company terminates your service without Cause or you terminate your service for Good Reason, in either case, within 12 months following a Change in Control, then, subject to the Release Condition (each, as defined below), you will be entitled to receive one times your total annual base salary as in effect immediately prior to the date of such termination, without regard to any reduction thereto that constitutes Good Reason.

In the event that the Company terminates your service without Cause prior to a Change in Control, and a Change in Control is consummated within 6 months following the date of such termination (such termination an “Anticipatory Termination”), then, subject to the Release Condition, you will be entitled to receive 0.5 times your total annual base salary as in effect immediately prior to the date of such termination.

“Cause” means (1) conviction of, or plea of guilty or nolo contendere to, any felony or other criminal act involving fraud, moral turpitude or dishonesty; (2) commission of any act of fraud, embezzlement, or theft in dealings with the Company or its affiliates; (3) willful misconduct that is materially injurious to the Company; (4) material violation of Company policies and directives, which is not cured after written notice and a reasonable opportunity for cure; (5) your willful and continued refusal to substantially perform your duties (other than such failure resulting from your incapacity due to physical or mental illness) after written notice identifying the deficiencies and a reasonable opportunity for cure; (6) your material violation of any material provision of your Letter Agreement or any other material covenants to the Company; or (7) your habitual intoxication or continued use of illegal drugs.

“Good Reason” means (1) any material reduction in your duties or responsibilities as in effect immediately prior thereto, or assignment of duties materially inconsistent with your title and authority; (2) any material reduction in your base salary; (3) any relocation of your primary place of business by 50 miles or more; or (4) any other material breach by the Company of any material provision of the Letter Agreement. You may terminate your service for Good Reason by delivering to the Company a notice of termination not less than 30 days prior to the termination of your service for Good Reason. The Company will have the option to terminate of your duties and responsibilities prior to the expiration of such thirty-day notice period. For purposes of the Letter Agreement, “Good Reason” means the occurrence of any of the events or conditions described in the immediately preceding subsections (1) through (4), without your consent and that are not cured by the Company (if susceptible to cure by the Company) within 30 days after the written notice thereof has been given by you to the Company setting forth in reasonable detail the particular events or conditions that constitute Good Reason; provided that such notice must be given to the Company within 30 days of you becoming aware of such condition.

“Release Condition” means your execution and non-revocation within 55 days following your termination of service (or, in the event of an Anticipatory Termination, within 55 days following a Change of Control) of a general release of claims against the Company on the Company’s standard form of release for senior executives. The Company will provide any severance payments to which you are entitled, promptly after you deliver such release to the Company, but in no event later than 60 days following your termination date with the Company (or, in the event of an Anticipatory Termination, in no event later than 60 days following a Change of Control).

• Non-Compete. The covenant not to compete set forth in Annex A to your Letter Agreement under the sub-heading “Covenant not to Compete” shall be extended such that it shall apply during the Term and for a period of 12 (rather than six) months thereafter.

The changes to your Letter Agreement described above shall become effective as of the date hereof.

***

We are looking forward to your continued leadership.

[Signature Page Follows]

TOWNSQUARE MEDIA, INC.

/s/ David Quick___________By: David Quick Title: Chair, Compensation Committee

ACCEPTED AND AGREED:

/s/ Steven Price___________

Steven Price

[Signature Page to Amendment to Price Letter Agreement]

64955206.6