Edgar Filing: ENTRAVISION COMMUNICATIONS CORP

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 ^*

YOUNG CHRISTOPHER T

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

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

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

(Last)

(First)

(Middle)

2425 OLYMPIC BLVD., SUITE 6000 WEST

3. Date of Earliest Transaction (Month/Day/Year)
11/20/2015

(Street)

SANTA MONICA, CA 90404

4. If Amendment, Date 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

(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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A common stock	11/20/2015		M⁽¹⁾		33,000 ⁽¹⁾	A	$ 1.67	185,600 ⁽²⁾	D
Class A common stock	11/20/2015		S		1,158	D	$ 8.44	184,442 ⁽²⁾	D
Class A common stock	11/20/2015		S		337	D	$ 8.405	184,105 ⁽²⁾	D
Class A common stock	11/20/2015		S		21,898	D	$ 8.4	162,207 ⁽²⁾	D
Class A common stock	11/20/2015		S		2,443	D	$ 8.39	159,764 ⁽²⁾	D
Class A common stock	11/20/2015		S		610	D	$ 8.385	159,154 ⁽²⁾	D
Class A common stock	11/20/2015		S		1,300	D	$ 8.37	157,854 ⁽²⁾	D
Class A common stock	11/20/2015		S		2,700	D	$ 8.36	155,154 ⁽²⁾	D
Class A common stock	11/20/2015		S		400	D	$ 8.355	154,754 ⁽²⁾	D
Class A common stock	11/20/2015		S		2,000	D	$ 8.35	152,754 ⁽²⁾	D
Class A common stock	11/20/2015		S		154	D	$ 8.34	152,600 ⁽²⁾	D
Class A common stock	11/20/2015		A⁽³⁾		32,000 ⁽³⁾	A	$ 0	184,600 ⁽²⁾	D
Class A common stock	11/23/2015		M⁽¹⁾		33,000 ⁽¹⁾	A	$ 1.92	217,600 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		300	D	$ 8.4	217,300 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		955	D	$ 8.37	216,345 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		1,400	D	$ 8.365	214,945 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		1,445	D	$ 8.36	213,500 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		300	D	$ 8.3575	213,200 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		2,600	D	$ 8.355	210,600 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		1,140	D	$ 8.35	209,460 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		3,300	D	$ 8.345	206,160 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		4,613	D	$ 8.34	201,547 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		4,239	D	$ 8.33	197,308 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		2,400	D	$ 8.328	194,908 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		100	D	$ 8.3275	194,808 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		2,700	D	$ 8.325	192,108 ⁽⁴⁾	D
Class A common stock	11/23/2015		S		7,508	D	$ 8.32	184,600 ⁽⁴⁾	D

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

Stock option (right to buy)

$ 1.67

11/20/2015

M⁽¹⁾

33,000

01/01/2014

04/04/2022

Class A common stock

33,000

$ 0

185,600

Stock option (right to buy)

$ 1.92

11/23/2015

M⁽¹⁾

33,000

01/01/2014

02/21/2023

Class A common stock

33,000

$ 0

217,600

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
YOUNG CHRISTOPHER T 2425 OLYMPIC BLVD., SUITE 6000 WEST SANTA MONICA, CA 90404			CFO

Signatures

/s/ Mark A. Boelke, by power of attorney for Christopher T. Young		11/24/2015
^**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)	Represents an exercise of stock options.
(2)	Includes 45,000 restricted stock units.
(3)	Represents an award of 32,000 restricted stock units that will vest as follows: (i) 25% on December 31, 2015; (ii) 25% on December 31, 2016; (iii) 25% on December 31, 2017; and (iv) 25% on December 31, 2018; provided the recipient is employed by the company on each of such dates. Recipient is also eligible to vest additional restricted stock units in an amount equal to 0% to 200% of the amount listed above as follows: (A) upon the company's achievement of certain revenue and consolidated adjusted EBITDA goals for fiscal year 2016, and (B) provided the recipient is employed by the company on each of the following dates: (i) 50% of such additional amount vesting on December 31, 2016; (ii) 25% of such additional amount vesting on December 31, 2017, and (iii) 25% of such additional amount vesting on December 31, 2018.
(4)	Includes 77,000 restricted stock units.

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