4/A//SEC Filing
Townsquare Media, Inc. 4/A
Accession 0001571049-14-003503
$TSQCIK 0001499832operating
Filed
Jul 29, 8:00 PM ET
Accepted
Jul 30, 9:44 PM ET
Size
25.1 KB
Accession
0001571049-14-003503
Insider Transaction Report
Form 4/AAmended
PRICE STEVEN
DirectorCHIEF EXEC. OFFICER & CHAIRMAN10% Owner
Transactions
- Purchase
Class A Common Stock
2014-07-24$10.10/sh+50,000$505,000→ 50,000 total - Other
Class A Preferred Units
2014-07-25−1,933,975.119→ 700,921 total(indirect: See Footnotes)Exercise: $0.00→ Class A Common Stock (0 underlying) - Other
Class B Common Stock
2014-07-25+574,980→ 700,921 total(indirect: See Footnotes)Exercise: $0.00→ Class A Common Stock (574,980 underlying) - Award
Option to Purchase Class B Common Stock
2014-07-25+1,824,019→ 2,524,940 totalExercise: $11.00Exp: 2024-07-25→ Class A Common Stock (1,824,019 underlying) - Other
Class A Common Units
2014-07-25−1,933,975.119→ 700,921 total(indirect: See Footnotes)Exercise: $0.00→ Class A Common Stock (0 underlying) - Purchase
Class A Common Stock
2014-07-25$10.16/sh+737$7,488→ 50,737 total - Other
Class B Common Units
2014-07-25−2,800,000→ 700,921 totalExercise: $0.00→ Class A Common Stock (0 underlying) - Other
Class B Common Stock
2014-07-25+125,941→ 700,921 totalExercise: $0.00→ Class A Common Stock (0 underlying)
Footnotes (7)
- [F1]The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $10.193 to $10.014, inclusive. The reporting person undertakes to provide to Townsquare Media, Inc., any security holder of Townsquare Media, Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote (1).
- [F2]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 1,933,975.119 Class A Preferred Units and 1,933,975.119 Class A Common Units in the LLC owned by FiveWire Media Ventures, LLC ("FiveWire") were together converted into 574,980 shares of Class B common stock in the Corporation, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock.
- [F3]As part of the Conversion, the 2,800,000 Class B Common Units in the LLC owned by Mr. Price were converted into 125,941 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.
- [F4]In connection with the issuer's initial public offering, the Reporting Person expects to enter 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, and the other 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. The Reporting Person disclaims beneficial ownership of any securities held by Oaktree and its affiliates.
- [F5]The reporting person disclaims beneficial ownership of any securities held by FiveWire and the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein.
- [F6]Includes the Class B Common Stock received by Five Wire pursuant the Conversion. Mr. Price is the Managing Member of FiveWire Media Ventures, LLC, and as a result may be deemed to have beneficial ownership of the shares held by it. Mr. Price disclaims beneficial ownership of these shares except to the extent of his pecuniary interest therein.
- [F7]Mr. Price's options to purchase Class B Common Stock were fully vested upon issuance.
Documents
Issuer
Townsquare Media, Inc.
CIK 0001499832
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001499832
Filing Metadata
- Form type
- 4/A
- Filed
- Jul 29, 8:00 PM ET
- Accepted
- Jul 30, 9:44 PM ET
- Size
- 25.1 KB