Edgar Filing: Townsquare Media, Inc.

Ownership Submission

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 ^*

GENERAL ELECTRIC CAPITAL CORP

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)

(Last)

(First)

(Middle)

901 MAIN AVENUE

3. Date of Earliest Transaction (Month/Day/Year)
07/25/2014

(Street)

NORWALK, CT 06851-1168

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class A Common Units ⁽¹⁾

⁽¹⁾

07/25/2014

J⁽¹⁾

10,958,912.512 ⁽¹⁾ ⁽²⁾

⁽¹⁾

Class A Common Stock

⁽¹⁾ ⁽²⁾

⁽¹⁾

I ⁽³⁾

see note ⁽³⁾

Class A Preferred Units ⁽¹⁾

⁽¹⁾

07/25/2014

J⁽¹⁾

10,958,912.512 ⁽¹⁾ ⁽²⁾

⁽¹⁾

Class A Common Stock

⁽¹⁾ ⁽²⁾

⁽¹⁾

I ⁽³⁾

see note ⁽³⁾

Class C Common Stock ⁽¹⁾

⁽¹⁾

07/25/2014

J⁽¹⁾

3,258,139 ⁽¹⁾ ⁽²⁾

⁽¹⁾

Class A Common Stock

3,258,139 ⁽¹⁾ ⁽²⁾

⁽¹⁾

3,258,139

I ⁽³⁾

see note ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GENERAL ELECTRIC CAPITAL CORP 901 MAIN AVENUE NORWALK, CT 06851-1168		X
GE Capital Equity Holdings, Inc. 201 MERRITT 7 NORWALK, CT 06851		X
GE Business Financial Services Inc. 201 MERRITT 7 NORWALK, CT 06851		X
GEI, Inc. 201 HIGH RIDGE ROAD STAMFORD, CT 06927		X
Antares Capital Corp 201 MERRITT 7 NORWALK, CT 06851		X
GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD, CT 06828		X

Signatures

/s/ Frank Ertl, Attorney-in-fact/General Electric Capital Corporation		07/29/2014
^**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)	In connection with the Issuer's initial public offering, on July 25, 2014, Townsquare Media, LLC (the "LLC") was converted (the "Conversion") into a corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the Class A Preferred Units ("PUnits") and the Class A Common Units ("CUnits") of the LLC owned by any Reporting Person were together converted into shares of Class C Common Stock in the Corporation. Each share of the Class C Common Stock has no expiration date and is convertible at the election of the holder into a share of Class A Common Stock, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.
(2)	10,078,144.597 PUnits and 10,078,144.597 CUnits in the LLC directly owned by GE Capital Equity Holdings, Inc. ("GECEH") were together converted into 2,996,283 shares of Class C Common Stock in the Corporation. 485,308.016 PUnits and 485,308.016 CUnits in the LLC directly owned by GE Business Financial Services Inc. ("GEBFS") (GEBFS is a wholly-owned subsidiary of GEI, Inc. ("GEI")) were together converted into 144,284 shares of Class C Common Stock in the Corporation. 395,459.899 PUnits and 395,459.899 CUnits in the LLC directly owned by Antares Capital Corporation ("Antares") were together converted into 144,284 shares of Class C Common Stock in the Corporation.
(3)	Indirectly owned by General Electric Capital Corporation ("GE Capital"). GECEH, GEI and Antares are wholly-owned subsidiaries GE Capital, and GE Capital is a wholly-owned subsidiary of General Electric Company ("GE"). GE disclaims beneficial ownership. See Exhibit 99.1, incorporated by reference herein.
Remarks: Exhibit 99.1 - Joint Filer Information, each incorporated herein by reference.

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