Stuart Rosenstein - Jan 18, 2023 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: Jan 18, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/19/2023, 08:25 PM
Previous filing: Oct 12, 2022
Next filing: Jan 2, 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	Option to Purchase Class A Common Stock	Award	$0	+168K	+10.79%	$0.00	1.73M	Jan 18, 2023	Class A Common Stock	168K	$7.55	Direct	F1
transaction	TSQ	Option to Purchase Class A Common Stock	Award	$0	+218K	+12.6%	$0.00	1.94M	Jan 18, 2023	Class A Common Stock	218K	$7.55	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 time-based options reported in this row will vest and become exercisable as to 33.33% on the first anniversary of the Grant Date, 33.33% on the second anniversary of the Grant Date, and 33.34% on the third anniversary of the Grant Date, in each case, subject to the Reporting Person's continued service through each applicable vesting date.
F2	The Reporting Person's performance-based options reported in this row will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") measured over the last 20 trading days of the performance period that begins on the Grant Date and ends on January 18, 2026, subject to the Reporting Person's continued service through the end of the performance period. Subject to the foregoing conditions, achievement of a VWAP of $8.74, $10.75 and $13.05, will result in the vesting of 65,147, 71,429 and 80,972 of the performance-based options, respectively.

Content

The Reporting Person's time-based options reported in this row will vest and become exercisable as to 33.33% on the first anniversary of the Grant Date, 33.33% on the second anniversary of the Grant Date, and 33.34% on the third anniversary of the Grant Date, in each case, subject to the Reporting Person's continued service through each applicable vesting date.

The Reporting Person's performance-based options reported in this row will vest and become exercisable subject to the achievement of a specified volume weighted average trading price ("VWAP") measured over the last 20 trading days of the performance period that begins on the Grant Date and ends on January 18, 2026, subject to the Reporting Person's continued service through the end of the performance period. Subject to the foregoing conditions, achievement of a VWAP of $8.74, $10.75 and $13.05, will result in the vesting of 65,147, 71,429 and 80,972 of the performance-based options, respectively.