Large owner Seros Alexandra sold $194,309 worth of shares (81,802 units at $2.38), transferred by will 2,652,612 shares) and transferred by will 2,652,612 shares) (SEC Form 4)
$EVC
Broadcasting
Industrials
| 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 |
|
|||||||||||||||
| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
ENTRAVISION COMMUNICATIONS CORP [ EVC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 09/09/2024 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 09/09/2024 | W(1) | 2,652,612 | D | $0 | 0(2) | I | By Estate of Walter F. Ulloa | ||
| Class A common stock | 09/09/2024 | W(1) | 1,220,201 | A | $0 | 11,820,143(2)(6) | I | By Survivor's Trust under Seros Ulloa Family Trust of 1996(3) | ||
| Class A common stock | 09/09/2024 | W(1) | 1,087,571 | A | $0 | 1,087,571 | I | By Non-Exempt Marital Trust under Seros Ulloa Family Trust of 1996(4) | ||
| Class A common stock | 09/09/2024 | W(1) | 344,840 | A | $0 | 344,840 | I | By Bypass Trust under Seros Ulloa Family Trust of 1996(5(5) | ||
| Class A common stock | 0 | D(6) | ||||||||
| Class A common stock | 08/19/2025 | S | 15,523 | D | $2.3926(7) | 11,804,620 | I | By Survivor's Trust under Seros Ulloa Family Trust of 1996(3(3) | ||
| Class A common stock | 08/20/2025 | S | 29,443 | D | $2.393(8) | 11,775,177 | I | By Survivor's Trust under the Seros Ulloa Family Trust of 1996(3) | ||
| Class A common stock | 08/21/2025 | S | 36,836 | D | $2.354(9) | 11,738,341 | I | By Survivor's Trust under the Seros Ulloa Family Trust of 1996(3) | ||
| Class A common stock | 889,848 | I | By Walter F. Ulloa Irrevocable Trust of 1996(10) | |||||||
|
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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
| ||||||||||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
|
| Explanation of Responses: |
| 1. On September 9, 2024, the Estate of Walter F. Ulloa (the "Estate") was settled into sub-trusts under the Seros Ulloa Family Trust of 1996 (the "Family Trust") as follows: 1,220,201 shares of Class A Common Stock were settled into the Survivor's Trust under the Family Trust; 1,087,571 shares of Class A Common Stock were settled into the Non-Exempt Marital Trust under the Family Trust; and 344,840 shares of Class A Common Stock were settled into the Bypass Trust under the Family Trust. |
| 2. On February 10, 2023, 150,000 shares of Class A Common Stock held by the Estate were exercised pursuant to a stock option, with 99,829 shares of Class A Common Stock delivered to the Estate and 50,171 shares of Class A Common Stock withheld to satisfy stock option exercise costs and tax withholding obligations, in transactions by the executor of the Estate, exempt from Section 16 of the Securities Exchange Act of 1934 under Rule 16a-2(d). |
| 3. These securities are owned directly by the Survivor's Trust under the Family Trust, and indirectly by Alexandra Seros as the trustee of such trust. Ms. Seros disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any. |
| 4. These securities are owned directly by the Non-Exempt Marital Trust under the Family Trust, and indirectly by Alexandra Seros as the trustee of such trust. Ms. Seros disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any. |
| 5. These securities are owned directly by the Bypass Trust under the Family Trust, and indirectly by Alexandra Seros as the trustee of such trust. Ms. Seros disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any. |
| 6. Since the Reporting Person's last report, 425 shares were transferred from direct ownership to indirect ownership through the Family Trust for no consideration. |
| 7. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.37 to $2.43, inclusive. The Reporting Person undertakes to provide to Entravision Communications Corporation (the "Issuer"), any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 8. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.35 to $2.43, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 9. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.33 to $2.39, inclusive. The Reporting Person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote. |
| 10. These securities are owned directly by the Ulloa Irrevocable Trust and indirectly by Thomas Strickler as the sole trustee of such trust. Alexandra Seros disclaims beneficial ownership of these securities except to the extent of her pecuniary interest therein, if any. |
| Remarks: |
| Exhibit 24.1 - Power of Attorney by Alexandra Seros; Exhibit 24.2 - Power of Attorney by The Seros Ulloa Family Trust |
| ALEXANDRA SEROS By: /s/ Jeffrey C. DeMartino, by power of attorney for Alexandra Seros | 08/21/2025 | |
| THE SEROS ULLOA FAMILY TRUST By: /s/ Jeffrey C. DeMartino, by power of attorney for Alexandra Seros, Trustee | 08/21/2025 | |
| ** 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||