Initial Statement of Beneficial Ownership (3)
21 Abril 2023 - 8:02PM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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3235-0104
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
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Madison Square Garden Entertainment Corp. |
2. Date of Event Requiring Statement (MM/DD/YYYY)
4/20/2023
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3. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [TSQ]
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(Last)
(First)
(Middle)
TWO PENNSYLVANIA PLAZA |
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director ___X___ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Street)
NEW YORK, NY 10121
(City)
(State)
(Zip)
| 5. If Amendment, Date Original Filed(MM/DD/YYYY)
| 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Beneficially Owned
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1.Title of Security
(Instr. 4) | 2. Amount of Securities Beneficially Owned
(Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) | 4. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Class A Common Stock, par value $0.01 per share | 583139 | I (1) | By Subsidiary (1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 4) | 2. Date Exercisable and Expiration Date
(MM/DD/YYYY) | 3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) | 6. Nature of Indirect Beneficial Ownership
(Instr. 5) |
| Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Class C Common Stock | (2) | (2) | Class A Common Stock, par value $0.01 per share (2) | 2625000 (2) | $0.00 (2) | I (1) | By Subsidiary (1) |
| Explanation of Responses: |
| (1) | Madison Square Garden Entertainment Corp. ("MSGE") may be deemed to beneficially own 583,139 shares of Class A Common Stock and 2,625,000 shares of Class A Common Stock issuable upon conversion of the same number of shares of Class C Common Stock of Townsquare Media, Inc. ("Townsquare"), indirectly through its indirect wholly-owned subsidiary. MSG National Properties, LLC ("MSGNP"), the direct owner of the Class A Common Stock and Class C Common Stock, is wholly-owned by MSG Entertainment Holdings, LLC, and MSG Entertainment Holdings, LLC is wholly-owned by MSGE. |
| (2) | Each share of the Class C Common Stock, par value $0.01 per share, of Townsquare has no expiration date and is convertible at the election of the holder into a share of Class A Common Stock of Townsquare, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of Townsquare. |
Remarks:
This Form 3 is being filed in connection with a series of reorganizations. On April 20, 2023, MSGE became a standalone publicly traded company following its spin-off from Sphere Entertainment Co., formerly Madison Square Garden Entertainment Corp. In connection with the spin-off, MSGNP became an indirect wholly owned subsidiary of MSGE. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Madison Square Garden Entertainment Corp.
TWO PENNSYLVANIA PLAZA
NEW YORK, NY 10121 |
| X |
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Signatures
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| /s/ David F. Byrnes, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp. | | 4/21/2023 |
| **Signature of Reporting Person | Date |
| 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 5(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). |
| Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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