Sphere Entertainment Co. - 13 May 2021 Form 4 Insider Report for Townsquare Media, Inc. (TSQ)

Role
10%+ Owner
Signature
/s/ Mark H. FitzPatrick, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp.
Issuer symbol
TSQ
Transactions as of
13 May 2021
Net transactions value
$0
Form type
4
Filing time
13 May 2021, 16:30:20 UTC
Next filing
03 Apr 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction TSQ Class A Common Stock, par value $0.01 per share Other $0 -2,625,000 -82% $0.000000 583,139 13 May 2021 By Subsidiary F1, F2

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 C Common Stock Other $0 +2,625,000 $0.000000 2,625,000 13 May 2021 Class A Common Stock 2,625,000 By Subsidiary F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On May 13, 2021, MSG National Properties, LLC ("MSGNP"), an indirect subsidiary of Madison Square Garden Entertainment Corp. ("MSGE") and the direct holder of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Townsquare Media, Inc. ("Townsquare"), converted 2,625,000 shares of Class A Common Stock to Class C Common Stock, par value $0.01 per share ("Class C Common Stock").
F2 MSGE may be deemed to beneficially own 3,208,139 shares of the Class A Common Stock of Townsquare, comprised of 583,139 shares of Class A Common Stock and 2,625,000 shares of Class A Common Stock issuable upon conversion of the same number of shares of Class C Common Stock, indirectly through its wholly-owned subsidiaries. MSGNP, the direct owner of the Class A Common Stock and Class C Common Stock, is wholly-owned by MSG Entertainment Group, LLC, and MSG Entertainment Group, LLC is wholly-owned by MSGE.
F3 Each share of the Class C Common Stock of the Issuer has no expiration date and is convertible at the election of the holder into a share of Class A Common Stock of the Issuer, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.