4//SEC Filing
Townsquare Media, Inc. 4
Accession 0001571049-14-003404
$TSQCIK 0001499832operating
Filed
Jul 28, 8:00 PM ET
Accepted
Jul 29, 9:53 PM ET
Size
16.4 KB
Accession
0001571049-14-003404
Insider Transaction Report
Form 4
Prasad Dhruv
EXECUTIVE VICE PRESIDENT10% Owner
Transactions
- Other
Class B Common Stock
2014-07-25+43,338→ 43,338 totalExercise: $0.00→ Class A Common Stock (43,338 underlying) - Other
Class A Common Units
2014-07-25−39,866.538→ 0 totalExercise: $0.00→ Class A Common Stock (11,853 underlying) - Other
Class B Common Units
2014-07-25−700,000→ 0 totalExercise: $0.00→ Class A Common Stock (31,485 underlying) - Other
Class A Preferred Units
2014-07-25−39,866.538→ 0 totalExercise: $0.00→ Class A Common Stock (11,853 underlying) - Award
Option to Purchase Class B Common Stock
2014-07-25+456,005→ 456,005 totalExercise: $11.00Exp: 2024-07-25→ Class A Common Stock (456,005 underlying)
Footnotes (3)
- [F1]In connection with the Issuer's initial public offering, on July 25, 2014 Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the 39,866.538 Class A Preferred Units and 39,866.538 Class A Common Units owned by Mr. Prasad were together converted into 11,583 shares of Class B Common Stock in the Company, and the 700,000 Class B Common Units in the LLC owned by Mr. Prasad were converted into 31,485 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.
- [F2]In connection with the issuer's initial public offering, the Reporting Person entered into a stockholders' agreement (the "Stockholders' Agreement") with OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), FiveWire Media Ventures, LLC ("FiveWire") and the other members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members 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 FiveWire and its members. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members. The Reporting Person disclaims beneficial ownership of any securities held by the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.
- [F3]Mr. Prasad's options to purchase Class B Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.
Documents
Issuer
Townsquare Media, Inc.
CIK 0001499832
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001499832
Filing Metadata
- Form type
- 4
- Filed
- Jul 28, 8:00 PM ET
- Accepted
- Jul 29, 9:53 PM ET
- Size
- 16.4 KB