Madison Square Garden Entertainment Corp. - Apr 20, 2023 Form 3 Insider Report for Townsquare Media, Inc. (TSQ)

Role
10%+ Owner
Signature
/s/ David F. Byrnes, Executive Vice President and Chief Financial Officer of Madison Square Garden Entertainment Corp.
Stock symbol
TSQ
Transactions as of
Apr 20, 2023
Transactions value $
$0
Form type
3
Date filed
4/21/2023, 07:01 PM
Next filing
Jun 20, 2023
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding TSQ Class A Common Stock, par value $0.01 per share 583K Apr 20, 2023 By Subsidiary F1

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
holding TSQ Class C Common Stock Apr 20, 2023 Class A Common Stock, par value $0.01 per share 2.63M $0.00 By Subsidiary F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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.