Sphere Entertainment Co. - May 13, 2021 Form 4 Insider Report for Townsquare Media, Inc. (TSQ)

Role: 10%+ Owner
Signature: /s/ Mark H. FitzPatrick, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp.
Stock symbol: TSQ
Transactions as of: May 13, 2021
Transactions value $: $0
Form type: 4
Date filed: 5/13/2021, 04:30 PM
Next filing: Apr 3, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	TSQ	Class A Common Stock, par value $0.01 per share	Other	$0	-2.63M	-81.82%	$0.00	583K	May 13, 2021	By Subsidiary	F1, F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	TSQ	Class C Common Stock	Other	$0	+2.63M		$0.00	2.63M	May 13, 2021	Class A Common Stock	2.63M		By Subsidiary	F1, F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On May 13, 2021, MSG National Properties, LLC ("MSGNP"), an indirect subsidiary of Madison Square Garden Entertainment Corp. ("MSGE") and the direct holder of Class A Common Stock, par value $0.01 per share ("Class A Common Stock"), of Townsquare Media, Inc. ("Townsquare"), converted 2,625,000 shares of Class A Common Stock to Class C Common Stock, par value $0.01 per share ("Class C Common Stock").
F2	MSGE may be deemed to beneficially own 3,208,139 shares of the Class A Common Stock of Townsquare, comprised of 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, indirectly through its wholly-owned subsidiaries. MSGNP, the direct owner of the Class A Common Stock and Class C Common Stock, is wholly-owned by MSG Entertainment Group, LLC, and MSG Entertainment Group, LLC is wholly-owned by MSGE.
F3	Each share of the Class C Common Stock of the Issuer has no expiration date and is convertible at the election of the holder into a share of Class A Common Stock of the Issuer, and automatically converts under certain circumstances, subject to certain limitations set forth in the certificate of incorporation of the Issuer.