SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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*
Madison Square Garden Entertainment Corp.

(Last) (First) (Middle)
TWO PENNSYLVANIA PLAZA

(Street)
NEW YORK NY 10121

(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
04/20/2023
3. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [ TSQ ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Beneficially Owned
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 583,139 I(1) By Subsidiary(1)
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: 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) 2,625,000(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.
/s/ David F. Byrnes, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp. 04/21/2023
** 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).
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