Sec Form 4 Filing - Berkett Alex @ Townsquare Media, Inc. - 2014-07-25

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 Berkett Alex 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 X __ Officer (give title below) _____ Other (specify below) EXECUTIVE VICE PRESIDENT (Last) (First) (Middle) C/O TOWNSQUARE MEDIA, INC., 240 GREENWICH AVENUE 3. Date of Earliest Transaction (MM/DD/YY) 07/25/2014 (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

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 Class A Common Units $ 0 07/25/2014 J( 1 ) 39,866.538 ( 1 ) ( 1 ) Class A Common Stock 11,853 ( 1 ) ( 1 ) 0 ( 1 ) D Class A Preferred Units $ 0 07/25/2014 J( 1 ) 39,866.538 ( 1 ) ( 1 ) Class A Common Stock 11,853 ( 1 ) ( 1 ) 0 ( 1 ) D Class B Common Units $ 0 07/25/2014 J( 1 ) 700,000 ( 1 ) ( 1 ) Class A Common Stock 31,485 ( 1 ) ( 1 ) 0 ( 1 ) D Class B Common Stock $ 0 07/25/2014 J( 1 ) 43,338 ( 1 ) ( 1 ) Class A Common Stock 43,338 ( 1 ) ( 1 ) 43,338 ( 1 ) ( 2 ) D Option to Purchase Class B Common Stock $ 11 07/25/2014 A 456,005 ( 3 ) 07/25/2024 Class A Common Stock 456,005 $ 0 456,005 ( 1 ) ( 2 ) ( 3 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Berkett Alex C/O TOWNSQUARE MEDIA, INC. 240 GREENWICH AVENUE GREENWICH, CT06830 X EXECUTIVE VICE PRESIDENT Signatures /s/ Alex Berkett 07/29/2014 Signature of Reporting Person Date

Explanation of Responses:

( 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 Delaware corporation named Townsquare Media, Inc. (the "Corporation"). As part of the Conversion, the 39,866.538 Class A Preferred Units and 39,866.538 Class A Common Units owned by Mr. Berkett were together converted into 11,583 shares of Class B Common Stock in the Company, and the 700,000 Class B Common Units in the LLC owned by Mr. Berkett were converted into 31,485 shares of Class B Common Stock in the Company, each of which is convertible at any time or times, into an equal number of shares of Class A Common Stock. ( 2 )In connection with the issuer's initial public offering, the Reporting Person entered into a stockholders' agreement (the "Stockholders' Agreement") with OCM POF IV AIF GAP Holdings, L.P. ("GAP Holdings"), OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), FiveWire Media Ventures, LLC ("FiveWire") and the other members of FiveWire. Pursuant to the Stockholders' Agreement, FiveWire and its members agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and granted 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, Oaktree may be deemed to form a "group" with FiveWire and its members. The Reporting Person disclaims beneficial ownership of any securities held by the other parties to the Stockholders' Agreement, except to the extent of his pecuniary interest therein. ( 3 )Mr. Berkett's options to purchase Class B Common Stock were fully vested upon issuance, but remain subject to certain transfer restrictions.

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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