Sec Form 4 Filing - OCM POF IV AIF GAP HOLDINGS, L.P. @ Townsquare Media, Inc. - 2016-03-08

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 OCM POF IV AIF GAP HOLDINGS, 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) 03/08/2016 (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

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 03/08/2016 P 105,000 ( 1 ) ( 1 ) Class A Common Stock 105,000 $ 7.5 8,710,491 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 OCM POF IV AIF GAP HOLDINGS, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OCM/GAP Holdings IV Inc. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OCM Principal Opportunities Fund IV AIF (Delaware), L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Fund AIF Series, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X OCM PF/FF RADIO HOLDINGS PT, L.P. 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Oaktree Fund GP AIF, LLC 333 SOUTH GRAND AVENUE 28TH FLOOR LOS ANGELES, CA90071 X Signatures See Signatures included in Exhibit 99.1 03/10/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The warrants are immediately exercisable and do not expire unless so elected by the board of directors of the Issuer in certain circumstances. ( 2 )This Form 4 is also being filed by: Oaktree Capital Group Holdings GP, LLC ("OCGH"), in its capacity as general partner of Oaktree Capital Group Holdings, L.P. ("Capital Group LP"), in its capacity as sole voting shareholder of Oaktree AIF Holdings, Inc. ("AIF Holdings"), in its capacity as general partner of Oaktree AIF Investments, L.P. ("AIF Investments"), in its capacity as general partner of Oaktree Fund GP III, L.P. ( 3 )This Form 4 is also being filed by: 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 OCM PF/FF Radio Holdings PT, L.P. ("Radio Holdings"), Principal Opportunities in its capacity as the sole member of OCM/GAP Holdings IV, Inc. ("OCM/GAP"), and OCM/GAP in its capacity as general partner of OCM POF IV AIF GAP Holdings, L.P. ("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, Jay S. Wintrob, Stephen A. Kaplan, John B. Frank, David M. Kirchheimer and Sheldon M. Stone (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 be 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.

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 Oaktree Fund GP III, L.P. 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).

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