Sec Form 4 Filing - Oaktree Fund GP III, L.P. @ Townsquare Media, Inc. - 2021-03-09

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Oaktree Fund GP III, L.P.
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)
333 SOUTH GRAND AVENUE, 28TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
03/09/2021
(Street)
LOS ANGELES, CA90071
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (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 Units 03/09/2021 S( 1 ) 1,595,224 D $ 6.4 0 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
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
Warrants to purchase Class A Common Stock $ 0.0001 03/09/2021 S( 1 ) 8,814,980 ( 8 ) ( 8 ) Class A Common Stock 8,814,980 $ 6.4 0 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Class B Common Stock $ 0 03/09/2021 S( 1 ) 2,151,373 ( 9 ) ( 9 ) Class A Common Stock 2,151,373 $ 6.4 0 I ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 ) See footnotes ( 2 ) ( 3 ) ( 4 ) ( 5 ) ( 6 ) ( 7 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Oaktree Fund GP III, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree AIF Investments, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree AIF Investment GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Atlas OCM Holdings, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group Holdings, L.P.
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
Oaktree Capital Group Holdings GP, LLC
333 SOUTH GRAND AVENUE
28TH FLOOR
LOS ANGELES, CA90071
X
BROOKFIELD ASSET MANAGEMENT INC.
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Partners Ltd
181 BAY STREET, SUITE 300
TORONTO, A6M5J 2T3
X
Signatures
See Signatures included in Exhibit 99.1 03/11/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )On March 9, 2021, the repurchase by the Issuer of 1,595,224 shares of Class A Common Stock, 2,151,373 shares of Class B Common Stock and 8,814,980 warrants to purchase Class A Common Stock (collectively, the "Securities") pursuant to that certain stock repurchase agreement, dated as of January 24, 2021, by and among the Issuer, OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings") and the other sellers named therein for $6.40 per Security, was consummated.
( 2 )This Form 4 is also being filed by: Partners Limited, in its capacity as the sole owner of class B limited voting shares of Brookfield Asset Management Inc. ("BAM"); BAM, in its capacity as the indirect owner of the Class A units of each of Oaktree Capital Group Holdings GP, LLC ("OCGH") and Atlas OCM Holdings, LLC ("Atlas OCM"); OCGH, in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"); Capital Group LP, in its capacity as sole managing member of Atlas OCM; Atlas OCM, in its capacity as sole managing member of Oaktree AIF Investment G.P. LLC ("AIF GP"); AIF GP, in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"); AIF Investments, in its capacity as general partner of Oaktree Fund GP III, L.P.
( 3 )(Continued from (2)) Oaktree Fund GP AIF, LLC ("Fund GP AIF LLC"), in its capacity as general partner of Oaktree Fund AIF Series, L.P. - Series B ("Series B"), Oaktree Fund AIF Series, L.P. - Series I ("Series I") and Oaktree Fund AIF Series, L.P. - Series D ("Series D"); Series B, in its capacity as general partner of OCM Principal Opportunities Fund IV AIF (Delaware), L.P. ("Principal Opportunities"); Series I and Series D, in their capacity as general partners of Radio Holdings; Principal Opportunities, in its capacity as the sole member of OCM/GAP Holdings IV, LLC ("OCM/GAP"); and OCM/GAP, in its capacity as general partner of GAP Holdings.
( 4 )Information with respect to each Reporting Person is given solely by such Reporting Person, and no such Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person. Each Reporting Person, other than Radio Holdings and GAP Holdings with respect to their direct holdings, disclaims beneficial ownership of the securities reported herein except to the extent of their respective pecuniary interest therein and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 4.
( 5 )OCGH is a limited liability company managed by an executive committee, the members of which are Howard S. Marks, Bruce A. Karsh, John B. Frank, Sheldon M. Stone and Jay S. Wintrob (each, an "OCGH Member" and, collectively, the "OCGH Members"). In such capacity, the OCGH Members may be deemed indirect beneficial owners of the securities reported herein. Except to the extent of their respective pecuniary interest, each OCGH Member disclaims beneficial ownership of the securities reported herein and the filing of this Form 4 shall not be construed as an admission that any such person is the beneficial owner of any securities covered by this Form 4.
( 6 )The Reporting Persons may be deemed directors by deputization by virtue of their right to designate representatives to be nominated by the Issuer to serve on the Issuer's board of directors.
( 7 )In connection with the Issuer's initial public offering, GAP Holdings and Radio Holdings entered into a stockholders' agreement (the "Stockholders' Agreement") with FiveWire Media Ventures, LLC ("FiveWire"), and the members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of affiliates of GAP Holdings and Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the Issuer, and will grant to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the Issuer held by FiveWire and its members. As a result, the Reporting Persons may have been deemed to form a "group" with FiveWire and its members. The Reporting Persons disclaim beneficial ownership of any securities held by FiveWire and its members.
( 8 )The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances.
( 9 )The shares of Class B Common Stock are convertible at any time or times into an equal number of shares of Class A Common Stock.

Remarks:
This Form 4 is being filed in two parts due to the large number of Reporting Persons. The accompanying filing is filed, on the date hereof, by GAP Holdings and the other Reporting Persons listed in Footnotes (2) and (3) above. The two filings relate to the same transactions described above.

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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