SEC FORM 4

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Prasad Dhruv

(Last)

(First)

(Middle)

C/O TOWNSQUARE MEDIA, INC.

240 GREENWICH AVENUE

(Street)

GREENWICH

06830

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2014

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Units	$0	07/25/2014		J⁽¹⁾			39,866.538	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,853⁽¹⁾	⁽¹⁾	0⁽¹⁾	D
Class A Preferred Units	$0	07/25/2014		J⁽¹⁾			39,866.538	⁽¹⁾	⁽¹⁾	Class A Common Stock	11,853⁽¹⁾	⁽¹⁾	0⁽¹⁾	D
Class B Common Units	$0	07/25/2014		J⁽¹⁾			700,000	⁽¹⁾	⁽¹⁾	Class A Common Stock	31,485⁽¹⁾	⁽¹⁾	0⁽¹⁾	D
Class B Common Stock	$0	07/25/2014		J⁽¹⁾		43,338		⁽¹⁾	⁽¹⁾	Class A Common Stock	43,338⁽¹⁾	⁽¹⁾	43,338⁽¹⁾⁽²⁾	D
Option to Purchase Class B Common Stock	$11	07/25/2014		A		456,005		⁽³⁾	07/25/2024	Class A Common Stock	456,005	$0	456,005⁽¹⁾⁽²⁾⁽³⁾	D

Explanation of Responses:

1. In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the 39,866.538 Class A Preferred Units and 39,866.538 Class A Common Units owned by Mr. Prasad were together converted into 11,583 shares of Class B Common Stock in the Company, and the 700,000 Class B Common Units in the LLC owned by Mr. Prasad were converted into 31,485 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.

2. In connection with the issuer's initial public offering, the Reporting Person entered into a stockholders' agreement (the "Stockholders' Agreement") with OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), FiveWire Media Ventures, LLC ("FiveWire") and the other members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer held by FiveWire and its members. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members. The Reporting Person disclaims beneficial ownership of any securities held by the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.

3. Mr. Prasad's options to purchase Class B Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.

	/s/ Alex Berkett, Alex Berkett as Attorney-in- Fact for Dhruv Prasad	07/29/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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