Ulloa Walter F Form 4 ENTRAVISION COMMUNICATIONS / WALTER F ULLOA ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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

1. Name and Address of Reporting Person^*

ULLOA WALTER F

(Last) (First) (Middle)

2425 OLYMPIC BLVD., SUITE 6000 WEST

(Street)

SANTA MONICA CA 90404

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ENTRAVISION COMMUNICATIONS CORP [ NYSE:EVC ]

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

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
Chairman and CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/20/2019

4. 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 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
Class A common stock	12/20/2019		A(1)		400,000(1)	A	$0.00	1,316,212(2)	D
Class A common stock	12/20/2019		F(3)		138,893(3)	D	$2.69	1,177,319(4)	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents an award of 400,000 restricted stock units that vest as follows: (i) 25% on December 20, 2019; (ii) 25% on December 20, 2020; (iii) 25% on December 20, 2021; and (iv) 25% on December 20, 2022.

2. Includes 562,500 restricted stock units. The reporting person also has a direct ownership of 753,712 shares of Class A common stock, indirect beneficial ownership of 425 shares of Class A common stock held by Ms. Alexandra Seros and indirect beneficial ownership of 889,848 shares of Class B common stock held by The Walter F. Ulloa Irrevocable Trust of 1996 and 10,599,517 shares of Class B common stock held by Seros Ulloa Family Trust of 1996.

3. Transaction represents a withholding of common stock to satisfy tax withholding obligation due to the vesting on December 20, 2019 of 62,500 restricted stock unit grants dated December 26, 2016, 87,500 restricted stock unit grants dated December 21, 2017, 87,500 restricted stock unit grants dated December 10, 2018, and 100,000 restricted stock unit grants dated December 20, 2019.

4. Includes 562,500 restricted stock units. The reporting person also has a direct ownership of 614,819 shares of Class A common stock, indirect beneficial ownership of 425 shares of Class A common stock held by Ms. Alexandra Seros and indirect beneficial ownership of 889,848 shares of Class B common stock held by The Walter F. Ulloa Irrevocable Trust of 1996 and 10,599,517 shares of Class B common stock held by Seros Ulloa Family Trust of 1996.

Remarks:

	/s/ Jeffrey C. DeMartino by power of attorney for Walter F. Ulloa	12/26/2019
	** 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 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).
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