0001571049-16-011284.txt : 20160128 0001571049-16-011284.hdr.sgml : 20160128 20160128210456 ACCESSION NUMBER: 0001571049-16-011284 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20160126 FILED AS OF DATE: 20160128 DATE AS OF CHANGE: 20160128 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 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: 161370748 MAIL ADDRESS: STREET 1: C/O TOWNSQUARE MEDIA, LLC STREET 2: 240 GREENWICH AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 4 1 t1600261_x7-schatz.xml OWNERSHIP DOCUMENT X0306 4 2016-01-26 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 8.96 2016-01-26 4 A 0 75000 0 A 2021-01-26 Class B Common Stock 75000 328002 D The Reporting Person's options vest and become exercisable as follows: (i) the options shall vest and become exercisable with respect to fifty percent (50%) of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant (the "Grant Date") and (ii) the options shall vest and become exercisable with respect to the remaining fifty percent (50%) of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the Grant Date. In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted 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 were converted at the time of the IPO. 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. /s/ Christopher Kitchen as attorney-in-fact for Scott Schatz 2016-01-28