Prasad Dhruv

SEC source: 0001499832-18-000110 · wf-form4_153781209602346.xml · nonDerivative · entry 1

Prasad Dhruv · CIK 0001613710 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 7,000

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 6

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,124,246

Underlying: Class B Common Stock · 391,420 shares

Expires 2024-07-25

F3 · derivative.exercise_price: 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.

F4 · kind: This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.

F6 · derivative.exercise_date: 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.

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 4

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,188,831

Underlying: Class B Common Stock · 87,950 shares

Expires 2025-08-19

F3 · derivative.exercise_price: 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.

F4 · kind: This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.

F5 · derivative.exercise_date: The Surrendered Options were granted on August 19, 2015 and were fully vested at grant with transfer restrictions scheduled to lapse as to 30% on August 19, 2019; the Replacement Options granted in respect thereof are fully vested and will become fully transferable on the same schedule.

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 2

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,200,881

Underlying: Class B Common Stock · 94,876 shares

Expires 2021-01-26

F3 · derivative.exercise_price: 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.

F4 · kind: This transaction reflects the grant of Replacement Options in connection with the Exchange Offer.

F2 · derivative.exercise_date: 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.

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 5

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 732,826

Underlying: Class B Common Stock · 456,005 shares

Expires 2024-07-25

F1 · kind: 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").

F6 · derivative.exercise_date: 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.

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 3

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,100,881

Underlying: Class B Common Stock · 100,000 shares

Expires 2025-08-19

F1 · kind: 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").

F5 · derivative.exercise_date: The Surrendered Options were granted on August 19, 2015 and were fully vested at grant with transfer restrictions scheduled to lapse as to 30% on August 19, 2019; the Replacement Options granted in respect thereof are fully vested and will become fully transferable on the same schedule.

SEC source: 0001499832-18-000101 · wf-form4_153479771572543.xml · derivative · entry 1

Prasad Dhruv · CIK 0001613710 · President and Co-CEO

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,106,005

Underlying: Class B Common Stock · 100,000 shares

Expires 2021-01-26

F1 · kind: 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").

F2 · derivative.exercise_date: 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.

SEC source: 0001499832-18-000040 · wf-form4_153022508647295.xml · derivative · entry 1

Prasad Dhruv · CIK 0001613710 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 44,965

Underlying: Class A Common Stock · 1,627 shares

Expires not disclosed

F1 · kind: The shares of Class B common stock reported herein are being received by the Reporting Person as a result of the dissolution and distribution of the assets of FiveWire Media Ventures, LLC, of which the Reporting Person was a non-managing member.

F2 · price: The Reporting Person's Class B common stock is convertible at any time or times, into an equal number of shares of Class A common stock.

F2 · derivative.exercise_date: The Reporting Person's Class B common stock is convertible at any time or times, into an equal number of shares of Class A common stock.

F2 · derivative.expiration_date: The Reporting Person's Class B common stock is convertible at any time or times, into an equal number of shares of Class A common stock.

F2 · derivative.underlying_shares: The Reporting Person's Class B common stock is convertible at any time or times, into an equal number of shares of Class A common stock.

SEC source: 0001499832-18-000027 · wf-form4_152814662791755.xml · nonDerivative · entry 1

Prasad Dhruv · CIK 0001613710 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,000

SEC source: 0001499832-18-000020 · wf-form4_152788567704797.xml · derivative · entry 1

Prasad Dhruv · CIK 0001613710 · Director · Co-Chief Executive Officer

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,206,005

Underlying: Class B Common Stock · 550,000 shares

Expires 2028-05-31

F1 · derivative.exercise_date: The Reporting Person's options vest and become exercisable with respect to twenty-five percent (25%) of the shares of Class B common stock underlying the options on each of the first, second, third and fourth anniversaries of the date of grant.

SEC source: 0001571049-17-000182 · t1700023_x9.xml · derivative · entry 4

Prasad Dhruv · CIK 0001613710 · EVP, Live Events

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 656,005

Underlying: Class B Common Stock · 100,000 shares

Expires 2025-08-19

F1 · kind: The transaction reported herein reflects a repricing of options (the "Repricing") that became effective on January 3, 2017. The stock options were originally granted to the reporting person pursuant to two grants, on July 25, 2014 and August 19, 2015 respectively. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no other changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

F2 · derivative.exercise_date: The Reporting Person's options to purchase Class B Common Stock were fully vested upon issuance but remain subject to certain transfer restrictions.

F3 · balance_after: In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.

F4 · balance_after: 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.

SEC source: 0001571049-17-000182 · t1700023_x9.xml · derivative · entry 3

Prasad Dhruv · CIK 0001613710 · EVP, Live Events

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 556,005

Underlying: Class B Common Stock · 100,000 shares

Expires 2025-08-19

F1 · kind: The transaction reported herein reflects a repricing of options (the "Repricing") that became effective on January 3, 2017. The stock options were originally granted to the reporting person pursuant to two grants, on July 25, 2014 and August 19, 2015 respectively. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no other changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

F2 · derivative.exercise_date: The Reporting Person's options to purchase Class B Common Stock were fully vested upon issuance but remain subject to certain transfer restrictions.

F3 · balance_after: In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.

F4 · balance_after: 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.

SEC source: 0001571049-17-000182 · t1700023_x9.xml · derivative · entry 2

Prasad Dhruv · CIK 0001613710 · EVP, Live Events

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 656,005

Underlying: Class B Common Stock · 456,005 shares

Expires 2024-07-25

F1 · kind: The transaction reported herein reflects a repricing of options (the "Repricing") that became effective on January 3, 2017. The stock options were originally granted to the reporting person pursuant to two grants, on July 25, 2014 and August 19, 2015 respectively. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no other changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

F2 · derivative.exercise_date: The Reporting Person's options to purchase Class B Common Stock were fully vested upon issuance but remain subject to certain transfer restrictions.

F3 · balance_after: In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.

F4 · balance_after: 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.

SEC source: 0001571049-17-000182 · t1700023_x9.xml · derivative · entry 1

Prasad Dhruv · CIK 0001613710 · EVP, Live Events

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 200,000

Underlying: Class B Common Stock · 456,005 shares

Expires 2024-07-25

F1 · kind: The transaction reported herein reflects a repricing of options (the "Repricing") that became effective on January 3, 2017. The stock options were originally granted to the reporting person pursuant to two grants, on July 25, 2014 and August 19, 2015 respectively. As a result of the Repricing, such options now have a lower exercise price; other than the reduced exercise price, there have been no other changes in the terms of such options. However, under Section 16 of the Securities Exchange Act of 1934 and the rules thereunder, a reduction in the exercise price of any option is treated as effectively canceling the old option and granting a new option as of the effective date of the repricing, and thus is being reported accordingly in this Form 4.

F2 · derivative.exercise_date: The Reporting Person's options to purchase Class B Common Stock were fully vested upon issuance but remain subject to certain transfer restrictions.

F3 · balance_after: In connection with the issuer's initial public offering (the "IPO") in July 2014, 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 have agreed to support certain nominees of GAP Holdings, Radio Holdings and their affiliates (collectively, "Oaktree"), as directors of the issuer, and have granted to Oaktree an irrevocable proxy to vote the shares of Class B common stock of the issuer into which the securities held by FiveWire and its members were converted at the time of the IPO. As a result, Oaktree may be deemed to form a "group" with FiveWire and its members.

F4 · balance_after: 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.