Madison Square Garden Entertainment Corp. - Jun 15, 2023 Form 4 Insider Report for Townsquare Media, Inc. (TSQ)

Role: 10%+ Owner
Signature: /s/ Philip G. D'Ambrosio, Executive Vice President and Treasurer of Madison Square Garden Entertainment Corp.
Stock symbol: TSQ
Transactions as of: Jun 15, 2023
Transactions value $: -$14,550,000
Form type: 4
Date filed: 6/20/2023, 05:00 PM
Previous filing: Apr 21, 2023
Next filing: Mar 5, 2024

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, par value $0.01 per share	Disposed to Issuer	-$14.6M	-1.5M	-57.14%	$9.70	1.13M	Jun 15, 2023	Class A Common Stock	1.5M	$0.00	By Subsidiary	F1, F2

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

Explanation of Responses:

Id	Content
F1	On June 16, 2023, MSG National Properties, LLC ("MSGNP"), an indirect subsidiary of Madison Square Garden Entertainment Corp. and the direct holder of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Townsquare Media, Inc. (the "Issuer"), sold 1,500,000 shares of Class C Common Stock back to the Issuer at a per share price of $9.70 USD pursuant to the Stock Repurchase Agreement, dated June 15, 2023, by and between the Issuer and MSGNP.
F2	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, par value $0.01 per share, of the Issuer, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.

Content

On June 16, 2023, MSG National Properties, LLC ("MSGNP"), an indirect subsidiary of Madison Square Garden Entertainment Corp. and the direct holder of Class C Common Stock, par value $0.01 per share ("Class C Common Stock") of Townsquare Media, Inc. (the "Issuer"), sold 1,500,000 shares of Class C Common Stock back to the Issuer at a per share price of $9.70 USD pursuant to the Stock Repurchase Agreement, dated June 15, 2023, by and between the Issuer and MSGNP.

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, par value $0.01 per share, of the Issuer, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.