Msd Capital L P - Sep 12, 2024 Form 4 Insider Report for Townsquare Media, Inc. (TSQ)

Role: 10%+ Owner
Signature: MSD Capital, L.P. By: MSD Capital Management LLC Its: General Partner By: /s/ Marc R. Lisker Name: Marc R. Lisker Title: Manager
Stock symbol: TSQ
Transactions as of: Sep 12, 2024
Transactions value $: $0
Form type: 4
Date filed: 9/16/2024, 05:24 PM
Previous filing: Nov 4, 2024
Next filing: Oct 1, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSQ	Class C Common Stock	Conversion of derivative security		+500K			500K	Sep 12, 2024	See Footnotes	F1, F2, F3, F4, F5

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TSQ	Class A Common Stock	Conversion of derivative security	$0	-500K	-32.92%	$0.00	1.02M	Sep 12, 2024	Class C Common Stock	500K		See Footnotes	F1, F2, F3, F4, F5

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
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.