Sec Form 4 Filing - Lebow David @ Townsquare Media, Inc. - 2018-08-16

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 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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1. Name and Address of Reporting Person Lebow David 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 _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O TOWNSQUARE MEDIA INC., 240 GREENWICH AVE 3. Date of Earliest Transaction (MM/DD/YY) 08/16/2018 (Street) GREENWICH, CT06830 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 ( 1 ) 08/17/2018 A 12,135 A $ 0 52,487 ( 2 ) D

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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 Options to Purchase Class A Common Stock $ 9.63 08/16/2018 D( 3 ) 26,057 ( 4 ) 07/25/2024 Class A Common Stock 26,057 $ 0 10,000 D Options to Purchase Class A Common Stock $ 8.74 ( 5 ) 08/17/2018 A( 6 ) 22,366 ( 4 ) 07/25/2024 Class A Common Stock 22,366 $ 0 32,366 D Options to Purchase Class A Common Stock $ 8.96 08/16/2018 D( 3 ) 10,000 ( 7 ) 01/26/2021 Class A Common Stock 10,000 $ 0 22,366 D Options to Purchase Class A Common Stock $ 8.74 ( 5 ) 08/17/2018 A( 6 ) 9,487 ( 7 ) 01/26/2021 Class A Common Stock 9,487 $ 0 31,853 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Lebow David C/O TOWNSQUARE MEDIA INC. 240 GREENWICH AVE GREENWICH, CT06830 X Signatures /s/ David Lebow 08/20/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The shares reported herein represent a grant of restricted stock made to the Reporting Person in respect of his services on the Company's Board of Directors. This award of restricted stock vests with respect to 100% of the shares on the first anniversary of the grant. ( 2 )Includes 8,499 shares of Class A common stock that are not subject to vesting or transfer restrictions and 31,853 options to purchase Class A common stock that are fully vested and not subject to transfer restrictions. ( 3 )This transaction reflects the cancellation of certain outstanding stock options ("Surrendered Options") to purchase Class B common stock of Townsquare Media, Inc. (the "Company") that were previously granted to the Reporting Persons and voluntarily surrendered by the Reporting Person to the Company in connection with the Company's offer to exchange certain outstanding options for new replacement options to purchase Class B common stock of the Company ("Replacement Options") as more fully described in the Schedule TO-I filed with the Securities Exchange Commission on July 18, 2018 and as amended on July 31, 2018, August 9, 2018, August 14, 2018, August 16, 2018 and August 17, 2018 (the "Exchange Offer"). ( 4 )The Surrendered Options were granted on July 25, 2014 and were fully vested at grant, with transfer restrictions that have fully lapsed as of the date hereof; the Replacement Options granted in respect thereof are fully vested and fully transferable. ( 5 )The exercise price per share of the Replacement Options equals the closing price per share of the Company's Class A common stock as reported on the New York Stock Exchange on August 16, 2018, the closing of the Exchange Offer. ( 6 )This transaction reflects the grant of Replacement Options in connection with the Exchange Offer. ( 7 )The Surrendered Options were granted on January 26, 2016 and were scheduled to vest as to 50% on January 26, 2019 and 50% on January 26, 2020; the Replacement Options granted in respect thereof will become vested on the same schedule.

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