Scott Schatz Form 4 Townsquare Media / Scott Schatz ownership change

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^*

Schatz Scott

(Last) (First) (Middle)

C/O TOWNSQUARE MEDIA, INC.

240 GREENWICH AVENUE

(Street)

GREENWICH CT 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	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Finance Op and Tech

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2018

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Options to Purchase Class B Common Stock	$9.63	08/16/2018		D(1)			228,002	(2)	07/25/2024	Class B Common Stock	228,002	$0	100,000	D
Options to Purchase Class B Common Stock	$8.74(3)	08/17/2018		A(4)		195,709		(2)	07/25/2024	Class B Common Stock	195,709	$0	295,709	D
Options to Purchase Class B Common Stock	$9.63	08/16/2018		D(1)			25,000	(5)	08/19/2025	Class B Common Stock	25,000	$0	270,709	D
Options to Purchase Class B Common Stock	$8.74(3)	08/17/2018		A(4)		21,987		(5)	08/19/2025	Class B Common Stock	21,987	$0	292,696	D
Options to Purchase Class B Common Stock	$8.96	08/16/2018		D(1)			75,000	(6)	01/26/2026	Class B Common Stock	75,000	$0	217,696	D
Options to Purchase Class B Common Stock	$8.74(3)	08/17/2018		A(4)		71,157		(6)	01/26/2026	Class B Common Stock	71,157	$0	288,853	D

Explanation of Responses:

1. 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").

2. 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.

3. 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.

4. This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.

5. 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.

6. 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.

Remarks:

	/s/ Christopher Kitchen as attorney-in-fact for Scott Schatz	08/20/2018
	** Signature of Reporting Person	Date
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