4//SEC Filing
Quick David 4
Accession 0001490675-21-000002
CIK 0001499832other
Filed
Mar 10, 7:00 PM ET
Accepted
Mar 11, 7:17 PM ET
Size
12.8 KB
Accession
0001490675-21-000002
Insider Transaction Report
Form 4
Quick David
Director10% Owner
Transactions
- Sale
Warrants to purchase Class A Common Stock
2021-03-09$6.40/sh−8,814,980$56,415,872→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (8,814,980 underlying) - Sale
Class A Common Stock
2021-03-09$6.40/sh−1,595,224$10,209,434→ 0 total(indirect: See footnotes) - Sale
Class B Common Stock
2021-03-09$6.40/sh−2,151,373$13,768,787→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (2,151,373 underlying)
Footnotes (6)
- [F1]On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.
- [F2]These securities may have been deemed to be beneficially owned by Mr. Quick by virtue of being an officer of OCM/GAP Holdings IV, LLC ("OCM/GAP"). OCM/GAP is the general partner of GAP Holdings. Oaktree Fund GP AIF, LLC is the general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series I"). Series B is the general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"). Principal Opportunities is the sole member of OCM/GAP. Series I and Series D are general partners of Radio Holdings.
- [F3]Except to the extent of his pecuniary interest, Mr. Quick disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that Mr. Quick is the beneficial owner of any securities covered by this Form 4.
- [F4]In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. On June 27, 2018, FiveWire distributed the shares of Class A Common Stock it held to its former members in a pro-rata distribution, and in the process was dissolved. Pursuant to the Stockholders' Agreement, the former members of FiveWire agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by the former FiveWire members. As a result, Oaktree may have been deemed to form a "group" with the former FiveWire members. Each of Oaktree and the Reporting Person disclaims beneficial ownership of any securities held by the former FiveWire members.
- [F5]The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.
- [F6]The shares of Class B Common Stock are convertible at any time or times into an equal number of shares of Class A Common Stock.
Documents
Issuer
Townsquare Media, Inc.
CIK 0001499832
Entity typeother
Related Parties
1- filerCIK 0001490675
Filing Metadata
- Form type
- 4
- Filed
- Mar 10, 7:00 PM ET
- Accepted
- Mar 11, 7:17 PM ET
- Size
- 12.8 KB