4//SEC Filing
Townsquare Media, Inc. 4
Accession 0001571049-14-003421
$TSQCIK 0001499832operating
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 6:09 AM ET
Size
26.2 KB
Accession
0001571049-14-003421
Insider Transaction Report
Form 4
Quick David
Director10% Owner
Transactions
- Purchase
Class A Common Stock
2014-07-25$10.46/sh+132,375$1,384,748→ 10,889,239 total(indirect: See footnotes) - Other
Class B Common Stock
2014-07-25+2,151,373→ 2,151,373 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (2,151,373 underlying) - Other
Class A Common Warrants
2014-07-25−13,934,215.29→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (8,605,491 underlying) - Other
Class A Preferred Warrants
2014-07-25−13,934,215.29→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (8,605,491 underlying) - Other
Class A Preferred Units
2014-07-25−22,247,026.775→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (2,151,373 underlying) - Other
Class A Common Units
2014-07-25−22,247,026.775→ 0 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (2,151,373 underlying) - Other
Warrants to purchase Class A Common Stock
2014-07-25+8,605,491→ 8,605,491 total(indirect: See footnotes)Exercise: $0.00→ Class A Common Stock (8,605,491 underlying)
Footnotes (7)
- [F1]These securities are owned directly by OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings") and OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"). These securities may be deemed beneficially owned by Mr. Quick by virtue of being an officer of OCM/GAP Holdings IV, Inc. ("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 shareholder of OCM/GAP Holdings IV, Inc. ("OCM/GAP"). Series I and Series D are general partners of Radio Holdings.
- [F2]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.
- [F3]In connection with the issuer's initial public offering, GAP Holdings and Radio Holdings expect to enter into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members will agree to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members will be converted. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members. Each of Oaktree and the Reporting Person disclaim beneficial ownership of any securities held by FiveWire and its members.
- [F4]Includes the securities in Townsquare Media, Inc. acquired by GAP Holdings and Radio Holdings pursuant to the Conversion included on Table II of this Form 4.
- [F5]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 22,247,026.775 Class A Preferred Units and 22,247,026.775 Class A Common Units owned by GAP Holdings and Radio Holdings were together converted into 2,151,373 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.
- [F6]As part of the conversion, the 13,934,215.29 Class A Preferred Warrants in the LLC and 13,934,215.29 Class A Common Warrants in the LLC owned by GAP Holdings and Radio Holdings were together converted into 8,605,491 Class A Common Warrants in the Corporation. The warrants were immediately exercisable and did not expire unless so elected by the board of directors of the issuer in certain circumstances.
- [F7]The Class A Common Warrants in the Corporation are currently exercisable, and do not expire unless so elected by the board of directors of the issuer in certain circumstances.
Documents
Issuer
Townsquare Media, Inc.
CIK 0001499832
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001499832
Filing Metadata
- Form type
- 4
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 6:09 AM ET
- Size
- 26.2 KB