Stuart Rosenstein - Oct 7, 2022 Form 4 Insider Report for Townsquare Media, Inc. (TSQ)

Role: EVP and CFO
Signature: /s/ Allison Zolot as Attorney-in- Fact for Stuart Rosenstein
Stock symbol: TSQ
Transactions as of: Oct 7, 2022
Transactions value $: $0
Form type: 4
Date filed: 10/12/2022, 09:03 PM
Previous filing: Oct 11, 2022
Next filing: Jan 19, 2023

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	Option to Purchase Class A Common Stock	Award	$0	+182K	+14.9%	$0.00	1.4M	Oct 7, 2022	Class A Common Stock	182K	$7.59	Direct	F1
transaction	TSQ	Option to Purchase Class A Common Stock	Award	$0	+155K	+11.08%	$0.00	1.56M	Oct 7, 2022	Class A Common Stock	155K	$7.59	Direct	F2

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

Explanation of Responses:

Id	Content
F1	The Reporting Person's options reported in this row will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a period of 20 consecutive trading days, in each case subject to the achievement of such VWAP during the period beginning on the Grant Date and ending on the fifth anniversary of the Grant Date, and the Reporting Person's continued service through each vesting date. Subject to the foregoing conditions, achievement of a VWAP of $9.59, $11.59, $13.59, $15.59 and $17.59, will result in the vesting of 36,923, 35,928, 35,821, 36,145 and 37,037 options, respectively.
F2	The Reporting Person's options reported in this row will vest and become exercisable as to 33 1/3% on each of the first, second and third anniversaries of the Grant Date, subject to the Reporting Person's continued service through the applicable vesting date.

Content

The Reporting Person's options reported in this row will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") over a period of 20 consecutive trading days, in each case subject to the achievement of such VWAP during the period beginning on the Grant Date and ending on the fifth anniversary of the Grant Date, and the Reporting Person's continued service through each vesting date. Subject to the foregoing conditions, achievement of a VWAP of $9.59, $11.59, $13.59, $15.59 and $17.59, will result in the vesting of 36,923, 35,928, 35,821, 36,145 and 37,037 options, respectively.

The Reporting Person's options reported in this row will vest and become exercisable as to 33 1/3% on each of the first, second and third anniversaries of the Grant Date, subject to the Reporting Person's continued service through the applicable vesting date.