4//SEC Filing
DELL MICHAEL S 4
Accession 0000950170-24-106903
CIK 0001499832other
Filed
Sep 15, 8:00 PM ET
Accepted
Sep 16, 5:24 PM ET
Size
14.2 KB
Accession
0000950170-24-106903
Insider Transaction Report
Form 4
DELL MICHAEL S
10% Owner
Transactions
- Conversion
Class C Common Stock
2024-09-12+500,000→ 500,000 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2024-09-12−500,000→ 1,018,827 total(indirect: See Footnotes)→ Class C Common Stock (500,000 underlying)
Lisker Marc R
10% Owner
Transactions
- Conversion
Class A Common Stock
2024-09-12−500,000→ 1,018,827 total(indirect: See Footnotes)→ Class C Common Stock (500,000 underlying) - Conversion
Class C Common Stock
2024-09-12+500,000→ 500,000 total(indirect: See Footnotes)
LEMKAU GREGG
10% Owner
Transactions
- Conversion
Class C Common Stock
2024-09-12+500,000→ 500,000 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2024-09-12−500,000→ 1,018,827 total(indirect: See Footnotes)→ Class C Common Stock (500,000 underlying)
MSD CAPITAL L P
10% Owner
Transactions
- Conversion
Class C Common Stock
2024-09-12+500,000→ 500,000 total(indirect: See Footnotes) - Conversion
Class A Common Stock
2024-09-12−500,000→ 1,018,827 total(indirect: See Footnotes)→ Class C Common Stock (500,000 underlying)
Footnotes (5)
- [F1]On September 12, 2024, the Issuer converted 500,000 shares of Class A common stock beneficially owned by the Reporting Persons into an equal number of shares of Class C common stock. The Class A common stock was convertible at any time into an equal number of shares of Class C common stock.
- [F2]This statement is jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker. The securities reported herein are owned directly by SOF Investments, L.P. ("SOF Investments"), which owns 175,860 shares of Class A common stock of the Issuer, and SOF Investments, L.P. - Private V ("SOF Investments Private V"), which owns 842,967 shares of Class A common stock of the Issuer and 500,000 shares of Class C common stock of the Issuer. MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. [footnote cont'd]
- [F3][continuation] Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management.
- [F4]Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for purposes of Section 16 of the Securities Exchange Act of 1934 (the "Act") or otherwise, the beneficial owner of any securities covered by this statement. Each of Messrs. Dell, Lemkau and Lisker disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- [F5]Each Reporting Person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the Issuer or securities of the Issuer.
Documents
Issuer
Townsquare Media, Inc.
CIK 0001499832
Entity typeother
Related Parties
1- filerCIK 0000908724
Filing Metadata
- Form type
- 4
- Filed
- Sep 15, 8:00 PM ET
- Accepted
- Sep 16, 5:24 PM ET
- Size
- 14.2 KB