| Item 1. | |
| (a) | Name of issuer:
Townsquare Media, Inc. |
| (b) | Address of issuer's principal executive offices:
One Manhattanville Road, Suite 202, Purchase, New York 10577 |
| Item 2. | |
| (a) | Name of person filing:
This Amendment No. 4 to Schedule 13G ("Amendment No. 4") is being jointly filed by and on behalf of each of MSD Capital, L.P. ("MSD Capital"), SOF Investments, L.P. ("SOF Investments"), SOF Investments, L.P. - Private V ("SOF Investments Private V"), Michael S. Dell, Gregg R. Lemkau and Marc R. Lisker (collectively, the "Reporting Persons").
The securities reported herein are owned directly by SOF Investments and SOF Investments Private V. MSD Capital is the general partner of SOF Investments and SOF Investments Private V and may be deemed to beneficially own securities owned by SOF Investments and SOF Investments Private V. MSD Capital Management LLC ("MSD Capital Management") is the general partner of MSD Capital and may be deemed to beneficially own securities owned by MSD Capital. Each of Gregg R. Lemkau and Marc R. Lisker is a manager of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Michael S. Dell is the controlling member of MSD Capital Management and may be deemed to beneficially own securities owned by MSD Capital Management. Each of Messrs. Dell, Lemkau and Lisker disclaims beneficial ownership of such securities except to the extent of any pecuniary interest therein.
The Reporting Persons have entered into a Joint Filing Agreement, dated February 13, 2025, a copy of which is filed with this Amendment No. 4 as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this statement jointly in accordance with the provisions of Rule 13d-1(k)(1) under the Act.
Neither the filing of this statement nor anything herein shall be construed as an admission that any person other than the Reporting Persons is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement. |
| (b) | Address or principal business office or, if none, residence:
The address of the principal business office of MSD Capital, SOF Investments, SOF Investments Private V, Mr. Lemkau and Mr. Lisker is One Vanderbilt Avenue, 26th Floor, New York, New York 10017.
The address of the principal business office of Mr. Dell is c/o Dell, Inc., One Dell Way, Round Rock, Texas 78682. |
| (c) | Citizenship:
Each of MSD Capital, SOF Investments., and SOF Investments Private V, is organized as a limited partnership under the laws of the State of Delware. Mr. Dell, Mr. Lemkau and Mr. Lisker are United States Citizens. |
| (d) | Title of class of securities:
Class A Common Stock |
| (e) | CUSIP No.:
892231101 |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: |
| (a) |  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
|
| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
|
| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
|
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
|
| | |
| Item 4. | Ownership |
| (a) | Amount beneficially owned:
MSD Capital (1) - 1,228,199
SOF Investments - 125,937
SOF Investments Private V (2) - 1,102,262
Michael S. Dell (1) - 1,228,199
MSD Capital Management - 1,228,199
Gregg R. Lemkau (1) - 1,228,199
Marc R. Lisker (1) - 1,228,199
(1) Includes 728,199 shares of Class A Common Stock beneficially owned by the Reporting Person and 500,000 shares of Class C Common Stock beneficially owned by the Reporting Person. The Class C Common Stock is convertible at any time into an equal number of shares of Class A Common Stock.
(2) Includes 602,262 shares of Class A Common Stock beneficially owned by the Reporting Person and 500,000 shares of Class C Common Stock beneficially owned by the Reporting Person. The Class C Common Stock is convertible at any time into an equal number of shares of Class A Common Stock. |
| (b) | Percent of class:
The percentages provided herein are calculated based on (i) 14,231,917 shares of Class A Common Stock outstanding as of November 1, 2024, as reported in the Issuer's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on November 7, 2024 and (ii) assuming conversion of all Class C Common Stock beneficially owned by each of the respective Reporting Persons to Class A Common Stock.
MSD Capital - 8.3%
SOF Investments - 0.9%
SOF Investments Private V - 7.5%
Michael S. Dell - 8.3%
MSD Capital Management - 8.3%
Gregg R. Lemkau - 8.3%
Marc R. Lisker - 8.3% |
| (c) | Number of shares as to which the person has:
|
| | (i) Sole power to vote or to direct the vote:
MSD Capital - 0
SOF Investments - 0
SOF Investments Private V - 0
Michael S. Dell - 0
MSD Capital Management - 0
Gregg R. Lemkau - 0
Marc R. Lisker - 0
|
| | (ii) Shared power to vote or to direct the vote:
MSD Capital - 1,228,199
SOF Investments - 125,937
SOF Investments Private V - 1,102,262
Michael S. Dell - 1,228,199
MSD Capital Management - 1,228,199
Gregg R. Lemkau - 1,228,199
Marc R. Lisker - 1,228,199
|
| | (iii) Sole power to dispose or to direct the disposition of:
MSD Capital - 0
SOF Investments - 0
SOF Investments Private V - 0
Michael S. Dell - 0
MSD Capital Management - 0
Gregg R. Lemkau - 0
Marc R. Lisker - 0
|
| | (iv) Shared power to dispose or to direct the disposition of:
MSD Capital - 1,228,199
SOF Investments - 125,937
SOF Investments Private V - 1,102,262
Michael S. Dell - 1,228,199
MSD Capital Management - 1,228,199
Gregg R. Lemkau - 1,228,199
Marc R. Lisker - 1,228,199
|
| Item 5. | Ownership of 5 Percent or Less of a Class. |
| | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. |
| |
Not Applicable
|
| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. |
| |
Not Applicable
|
| Item 8. | Identification and Classification of Members of the Group. |
| |
Not Applicable
|
| Item 9. | Notice of Dissolution of Group. |
| |
Not Applicable
|
Rule 13d-1(c)