SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Madison Square Garden Entertainment Corp.

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
05/13/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock, par value $0.01 per share 05/13/2021 J(1) 2,625,000 D $0.00 583,139 I(2) By Subsidiary(2)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Class C Common Stock (3) 05/13/2021 J(1) 2,625,000 (3) (3) Class A Common Stock 2,625,000 $0.00 2,625,000 I(2) By Subsidiary(2)
Explanation of Responses:
1. 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").
2. 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.
3. 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.
Remarks:
/s/ Mark H. FitzPatrick, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp. 05/13/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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