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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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.

ONE MANHATTANVILLE ROAD SUITE 202

(Street)

PURCHASE NY 10577

(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)
04/04/2024

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
Class B Common Stock	04/04/2024		M		131,929(1)	A	$8.74	332,012	D
Class B Common Stock	04/04/2024		S		131,929(1)	D	$12.36	200,083(2)	D
Class A Common Stock								9,069	D

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	$8.74	04/04/2024		M			131,929	(3)	07/25/2024	Class B Common Stock	131,929	$0(4)	236,987	D

Explanation of Responses:

1. The Options to Purchase Class A Common Stock reported in Table II were expiring shortly, and were exercised for cash as a "deemed" issuance of shares by the Issuer, followed by an immediate "deemed" reacquisition of such shares by the Issuer for fair market value. No Common Stock was actually issued in connection with this exercise.

2. Includes 21,846 shares of Class B common stock that are not subject to vesting or transfer restrictions and 178,237 options to purchase Class B common stock that are fully vested and not subject to transfer restrictions.

3. All of the shares subject to this option are fully vested and exercisable as of the date hereof.

4. Column 8 has been intentionally left blank because the transaction was an exercise of a derivative security.

Remarks:

	/s/Allison Zolot as Attorney-in-Fact for Scott Schatz	04/08/2024
	** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.