Edgar Filing: Townsquare Media, Inc.

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

GE Capital US Holdings, Inc.

2. Issuer Name and Ticker or Trading Symbol
Townsquare Media, Inc. [TSQ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

901 MAIN AVE

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2016

(Street)

NORWALK, CT 06851

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security
(Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code
(Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date
(Month/Day/Year)

7. Title and Amount of Underlying Securities
(Instr. 3 and 4)

8. Price of Derivative Security
(Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Class C Common Stock ⁽¹⁾

⁽¹⁾

08/16/2016

3,258,139 ⁽²⁾

⁽¹⁾

Class A Common Stock

3,258,139

$ 7.2

I ⁽³⁾

See note ⁽³⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
GE Capital US Holdings, Inc. 901 MAIN AVE NORWALK, CT 06851
GE Capital Equity Holdings, Inc. 201 MERRITT 7 NORWALK, CT 06851
GE Business Financial Services Inc. 500 MONROE ST. CHICAGO, IL 60661
Antares Capital Corp 201 MERRITT 7 NORWALK, CT 06851
GENERAL ELECTRIC CO 3135 EASTON TURNPIKE FAIRFIELD, CT 06828				See Exhibit 99.1

Signatures

/s/ Robert Roderick, Attorney-in-fact/GE Capital US Holdings, Inc.		08/18/2016
^**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(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).
(1)	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.
(2)	GE Capital Equity Holdings, LLC (formerly known as GE Capital Equity Holdings, Inc.) ("GECEH") sold 2,996,283 shares; GE Business Financial Services Inc. ("GEBFS") sold 144,284 shares; and AN Capital Corporation (formerly known as Antares Capital Corporation) ("AN Capital") sold 117,572 shares.
(3)	Indirectly owned by GE Capital-US Holdings, Inc. ("GE Capital-US"). GECEH, GEBFS and AN Capital are either direct or indirect wholly-owned subsidiaries of GE Capital-US. GE Capital-US is an indirect wholly-owned subsidiary of General Electric Company ("GE"). GE disclaims beneficial ownership. See Exhibit 99.1, incorporated by reference herein.
Remarks: Exhibit 24.1 - Power of Attorney (GE Capital-US), incorporated herein by reference to Exhibit 11 to the Schedule 13D/A filed by the Reporting Persons on June 3, 2016 with respect to the Issuer (the "13D/A"); Exhibit 24.2 - Power of Attorney (GE), incorporated herein by reference to Exhibit 12 to the 13D/A; and Exhibit 99.1 - Joint Filer Information, each incorporated herein by reference.

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