EVP and CFO Rosenstein Stuart B was granted 338,148 units of Class A Common Units, increasing direct ownership by 50% to 1,008,273 units (SEC Form 4)
$TSQ
Broadcasting
Consumer Discretionary
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/14/2026 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 Units(1) | 01/14/2026 | A | 110,906 | A | $5.41 | 781,031 | D | |||
| Class A Common Units(2) | 01/14/2026 | A | 227,242 | A | $5.41 | 1,008,273(3) | D | |||
| Class B Common Stock | 467,213(4) | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. The Reporting Person's time-based restricted stock units reported in this row will vest 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. |
| 2. The Reporting Person's performance-based restricted stock units reported in this row will vest 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 third 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 $6.49, $7.57, and $8.66, will result in the vesting of 55,402, 73,801 and 98,039 of the performance-based restricted stock units, respectively. |
| 3. Includes: i) 121,721 shares of Class A common stock that are not subject to vesting or transfer restrictions; ii) 546,227 restricted stock units and ii) 340,325 Class A options to purchase Class A common stock that are fully vested and not subject to transfer restrictions. |
| 4. Includes i) 117,213 shares of Class B common stock that are not subject to vesting or transfer restrictions and ii) 350,000 Class B options to purchase Class B common stock that are fully vested and not subject to transfer restrictions. |
| Remarks: |
| /s/ Stuart Rosenstein | 01/16/2026 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||