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^*

GENERAL ELECTRIC CAPITAL CORP

(Last)

(First)

(Middle)

901 MAIN AVENUE

(Street)

NORWALK

06851-1168

(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
Officer (give title below)		Other (specify below)

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)

	Form filed by One Reporting Person
X	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⁽¹⁾	⁽¹⁾	07/25/2014		J⁽¹⁾			10,958,912.512⁽¹⁾⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾	0	I⁽³⁾	see note⁽³⁾
Class A Preferred Units⁽¹⁾	⁽¹⁾	07/25/2014		J⁽¹⁾			10,958,912.512⁽¹⁾⁽²⁾	⁽¹⁾	⁽¹⁾	Class A Common Stock	⁽¹⁾⁽²⁾	⁽¹⁾	0	I⁽³⁾	see note⁽³⁾
Class C Common Stock⁽¹⁾	⁽¹⁾	07/25/2014		J⁽¹⁾		3,258,139⁽¹⁾⁽²⁾		⁽¹⁾	⁽¹⁾	Class A Common Stock	3,258,139⁽¹⁾⁽²⁾	⁽¹⁾	3,258,139	I⁽³⁾	see note⁽³⁾

1. Name and Address of Reporting Person^*

GENERAL ELECTRIC CAPITAL CORP

(Last)

(First)

(Middle)

901 MAIN AVENUE

(Street)

NORWALK

06851-1168

(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^*

GE Capital Equity Holdings, Inc.

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06851

(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^*

GE Business Financial Services Inc.

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06851

(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^*

GEI, Inc.

(Last)

(First)

(Middle)

201 HIGH RIDGE ROAD

(Street)

STAMFORD

06927

(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^*

Antares Capital Corp

(Last)

(First)

(Middle)

201 MERRITT 7

(Street)

NORWALK

06851

(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^*

GENERAL ELECTRIC CO

(Last)

(First)

(Middle)

3135 EASTON TURNPIKE

(Street)

FAIRFIELD

06828

(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. In connection with the Issuer's initial public offering, on July 25, 2014, Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the Class A Preferred Units ("PUnits") and the Class A Common Units ("CUnits") of the LLC owned by any Reporting Person were together converted into shares of Class C Common Stock in the Corporation. Each share of the Class C Common Stock has no expiration date and is convertible at the election of the holder into a share of Class A Common Stock, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.

2. 10,078,144.597 PUnits and 10,078,144.597 CUnits in the LLC directly owned by GE Capital Equity Holdings, Inc. ("GECEH") were together converted into 2,996,283 shares of Class C Common Stock in the Corporation. 485,308.016 PUnits and 485,308.016 CUnits in the LLC directly owned by GE Business Financial Services Inc. ("GEBFS") (GEBFS is a wholly-owned subsidiary of GEI, Inc. ("GEI")) were together converted into 144,284 shares of Class C Common Stock in the Corporation. 395,459.899 PUnits and 395,459.899 CUnits in the LLC directly owned by Antares Capital Corporation ("Antares") were together converted into 144,284 shares of Class C Common Stock in the Corporation.

3. Indirectly owned by General Electric Capital Corporation ("GE Capital"). GECEH, GEI and Antares are wholly-owned subsidiaries GE Capital, and GE Capital is a wholly-owned subsidiary of General Electric Company ("GE"). GE disclaims beneficial ownership. See Exhibit 99.1, incorporated by reference herein.

Remarks:

Exhibit 99.1 - Joint Filer Information, each incorporated herein by reference.

	/s/ Frank Ertl, Attorney-in-fact/General Electric Capital Corporation	07/29/2014
	** Signature of Reporting Person	Date
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