FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
PRICE STEVEN
  2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [TSQ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Executive Chairman
(Last)
(First)
(Middle)
C/O TOWNSQUARE MEDIA, INC., 950 PENINSULA CORPORATE CIRCLE, STE 1006		 3. Date of Earliest Transaction (Month/Day/Year)
04/04/2024
(Street)

BOCA RATON, FL 33487		 4. If Amendment, Date 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
(City)
(State)
(Zip)
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 B Common Stock 04/04/2024   M   1,565,681 (1) A $ 8.74 2,462,796 D  
Class B Common Stock 04/04/2024   S   1,565,681 (1) D $ 12.36 897,115 (2) D  
Class A Common Stock               360,737 (3) D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: 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
Option to Purchase Class B Common Stock $ 8.74 04/04/2024   M     1,565,681   (4) 07/25/2024 Class B Common Stock 1,565,681 $ 0 (5) 1,075,141 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
PRICE STEVEN
C/O TOWNSQUARE MEDIA, INC.
950 PENINSULA CORPORATE CIRCLE, STE 1006
BOCA RATON, FL 33487		   X     Executive Chairman  

Signatures

 /s/ Allison Zolot as Attorney-in- Fact for Steven Price   04/08/2024
**Signature of Reporting Person Date

Explanation of Responses:

* 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).
(1) The Options to Purchase Class A Common Stock reported in Table II were expiring shortly, and were exercised for cash as a "deemed" issuance of shares by the Issuer, followed by an immediate "deemed" reacquisition of such shares by the Issuer for fair market value. No Common Stock was actually issued in connection with this exercise.
(2) Includes 631,272 shares of Class B common stock that are not subject to vesting or transfer restrictions and 265,843 options to purchase Class B common stock that are fully vested and not subject to transfer restrictions.
(3) Includes 110,737 shares of Class A common stock that are not subject to vesting or transfer restrictions and 250,000 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions.
(4) All of the shares subject to this option are fully vested and exercisable as of the date hereof.
(5) Column 8 has been intentionally left blank because the transaction was an exercise of a derivative security.

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