Schatz Scott

SEC source: 0001499832-23-000077 · wk-form4_1688072219.xml · nonDerivative · entry 3

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 24,087

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001499832-23-000077 · wk-form4_1688072219.xml · derivative · entry 5

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 377,357

Underlying: Class B Common Stock · 10,002 shares

Expires 2024-07-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F4 · price: Column 8 has been intentionally left blank because the transaction was an exercise of a derivative security.

F3 · derivative.exercise_date: All of the shares subject to this option are fully vested and exercisable as of the date hereof.

SEC source: 0001499832-23-000077 · wk-form4_1688072219.xml · nonDerivative · entry 2

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,646

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $11.90 to $12.09. The Reporting Person undertakes, upon request by the Staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

SEC source: 0001499832-23-000077 · wk-form4_1688072219.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 15,648

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001499832-23-000072 · wk-form4_1687811673.xml · derivative · entry 3

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 387,359

Underlying: Class B Common Stock · 5,337 shares

Expires 2024-07-25

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

F3 · price: Column 8 has been intentionally left blank because the transaction was an exercise of a derivative security.

F2 · derivative.exercise_date: All of the shares subject to this option are fully vested and exercisable as of the date hereof.

SEC source: 0001499832-23-000072 · wk-form4_1687811673.xml · nonDerivative · entry 2

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 5,646

F1 · price: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $12.10 to $12.13. The Reporting Person undertakes, upon request by the Staff of the Securities and Exchange Commission, the Issuer, or a security holder of the Issuer, to provide full information regarding the number of shares sold at each separate price.

SEC source: 0001499832-23-000072 · wk-form4_1687811673.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: No plan indicated

Ownership: Direct

Disclosed balance after: 10,983

Exercise/conversion can include RSU settlement. Transaction price and option strike are different fields; a missing price is not zero. Derivative and underlying rows can describe the same event.

SEC source: 0001499832-23-000033 · wf-form4_167882804904194.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 5,646

F1 · acquired: The shares reported herein represent shares acquired under the terms of the Company's 2021 Employee Stock Purchase Plan.

SEC source: 0001499832-23-000033 · wf-form4_167882804904194.xml · derivative · entry 3

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 432,696

Underlying: Class A Common Stock · 40,000 shares

Expires 2033-02-16

F3 · derivative.exercise_date: The Reporting Person's options vest and become exercisable with respect to fifty percent (50%) of the Option Shares vest on the second anniversary of the Grant Date and twenty-five percent (25%) of the Option Shares vest upon the third and fourth anniversaries of the Grant Date.

F2 · balance_after: Includes 355,196 options to purchase Class B common stock that are fully vested and not subject to transfer restrictions.

SEC source: 0001499832-22-000071 · wf-form4_166552303096278.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 4,074

F1 · acquired: The shares reported herein represent shares acquired under the terms of the Company's 2021 Employee Stock Purchase Plan.

SEC source: 0001499832-21-000093 · wf-form4_163725879159020.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 2,074

SEC source: 0001499832-20-000115 · wf-form4_160876052282776.xml · derivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 463,853

Underlying: Class B Common Stock · 75,000 shares

Expires 2030-12-21

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

SEC source: 0001499832-18-000127 · wf-form4_154211152114222.xml · derivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 388,853

Underlying: Class B Common Stock · 100,000 shares

Expires 2028-11-08

F1 · derivative.exercise_date: The Reporting Person's options vest and become exercisable as follows: (i) the options shall vest and become exercisable with respect to fifty percent (50%) of the shares of Class B Common Stock underlying the options on the third anniversary of the date of the grant (the "Grant Date") and (ii) the options shall vest and become exercisable with respect to the remaining fifty percent (50%) of the shares of Class B Common Stock underlying the options upon the fourth anniversary of the Grant Date

SEC source: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 6

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 288,853

Underlying: Class B Common Stock · 71,157 shares

Expires 2026-01-26

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.

F6 · 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: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 4

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 292,696

Underlying: Class B Common Stock · 21,987 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: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 2

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 295,709

Underlying: Class B Common Stock · 195,709 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.

F2 · 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: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 5

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 217,696

Underlying: Class B Common Stock · 75,000 shares

Expires 2026-01-26

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").

F6 · 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: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 3

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 270,709

Underlying: Class B Common Stock · 25,000 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: 0001499832-18-000104 · wf-form4_153479792158487.xml · derivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Class B Common Stock · 228,002 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").

F2 · 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: 0001499832-18-000041 · wf-form4_153022511197626.xml · derivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 21,846

Underlying: Class A Common Stock · 1,302 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: 0001499832-18-000035 · wf-form4_152954555321214.xml · nonDerivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 1,000

SEC source: 0001571049-17-000184 · t1700023_x11.xml · derivative · entry 4

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 328,002

Underlying: Class B Common Stock · 25,000 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: 0001571049-17-000184 · t1700023_x11.xml · derivative · entry 3

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 303,002

Underlying: Class B Common Stock · 25,000 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: 0001571049-17-000184 · t1700023_x11.xml · derivative · entry 2

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 328,002

Underlying: Class B Common Stock · 228,002 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: 0001571049-17-000184 · t1700023_x11.xml · derivative · entry 1

Schatz Scott · CIK 0001614340 · EVP, Finance Op and Tech

10b5-1 filing: Not disclosed

Ownership: Direct

Disclosed balance after: 100,000

Underlying: Class B Common Stock · 228,002 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.