SEC Form SC 13D/A filed by Entravision Communications Corporation (Amendment)

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13D

UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. 2)*

Entravision Communications Corporation

(Name of Issuer)

Class A Common Stock

(Class of Securities)

29382R 10 7

(CUSIP Number)

Alexandra Seros, Individually, as Personal Representative of the Estate of Walter F. Ulloa, and as Trustee of The Seros Ulloa Family Trust of 1996

Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996

c/o Entravision Communications Corporation

2425 Olympic Boulevard, Suite 6000 West

Santa Monica, California 90404

Telephone: (310) 447-3870

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

May 4, 2023

(Date of Event Which Requires Filing of Statement on Schedule 13D)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), checking the following box. ☐

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 (this “Amendment”) amends and supplements Amendment No. 1 to the Schedule 13D filed with the Securities and Exchange Commission on February 13, 2023 (as amended, the “Schedule 13D”), relating to shares of Class A Common Stock, $0.0001 par value per share (the “Common Stock”), of Entravision Communications Corporation (the “Issuer”). Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D..

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On May 4, 2023, the Issuer entered into a Cooperation Agreement (the “Cooperation Agreement”) with the Reporting Persons (in such capacity, the “Stockholders”).

Pursuant to the terms of the Cooperation Agreement, the Issuer agreed to nominate and support Thomas Strickler as an independent director of the Board of Directors (the “Board”) of the Issuer (in such capacity, the “Independent Director”) at the Issuer’s 2023 annual meeting of stockholders (the “2023 Annual Meeting”), subject to certain limitations. Mr. Strickler is a Reporting Person under this Schedule 13D as Trustee for The Walter F. Ulloa Irrevocable Trust of 1996.

In the event the Independent Director ceases to be a director under certain circumstances, for so long as the Stockholders own at least 12% of the outstanding shares of Common Stock, the Stockholders will have a replacement right with respect to the Independent Director, which will be subject to the approval of the Issuer’s Nominating/Corporate Governance Committee (not to be unreasonably withheld, conditioned or delayed).

Under the Cooperation Agreement, the Stockholders have agreed to certain voting commitments. Commencing on the date of the Cooperation Agreement and ending on the date that is five business days after the Independent Director ceases to serve as a member of the Board (such period, the “Standstill Period”), the Stockholders have agreed to appear in person or by proxy at each meeting of the Issuer’s stockholders and to vote all of their respective shares of Common Stock in accordance with the Board’s recommendation with respect to all proposals submitted to Company stockholders for their vote, subject to certain exceptions relating to extraordinary transactions.

During the Standstill Period, the Stockholders also agreed to certain standstill provisions, including, among other things, agreeing not to, subject to certain exceptions, (i) acquire cumulative ownership (directly or indirectly) of more than 20% of the Issuer’s outstanding capital stock, (ii) initiate, encourage or participate in any solicitation of proxies or consents with respect to any matter or proposal, (iii) nominate or recommend for nomination any person for election to the Board, (iv) submit any stockholder proposal, or (v) make or participate in any tender or exchange offer, merger, business combination, recapitalization, restructuring, liquidation, dissolution or other extraordinary transaction involving the Issuer.

The Issuer and the Stockholders have also agreed to certain non-disparagement and no-litigation provisions, subject to certain exceptions.

The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is filed as Exhibit 99.2 hereto and is incorporated herein by reference.

On June 8, 2023, at the Issuer’s 2023 Annual Meeting, Mr. Strickler was elected to the Issuer’s Board of Directors as the Independent Director in accordance with the Cooperation Agreement.

Item 4 of the Schedule 13D is hereby amended and supplemented as follows:

The information contained in Item 3 of the Schedule 13D is incorporated by reference herein.

(a), (b) The responses of the Reporting Persons with respect to Rows 7 through 13 of the respective cover pages of the individual Reporting Persons to this Statement, including the footnotes thereto, are incorporated by reference herein.

(c) The information contained in Item 3 to the Schedule 13D is incorporated in its entirety into this Item 5(c). On February 10, 2023, the Estate of Walter F. Ulloa (the “Estate”) exercised 150,000 stock options, with 99,829 shares of Common Stock delivered to the Estate and 50,171 shares of Common Stock withheld to satisfy option exercise costs and tax withholding obligations. Except as disclosed in Item 3 and in this Item 5(c), no Reporting Person has effected any transaction in the Issuer’s Common Stock during the past 60 days.

(d) The residuary beneficiaries of the Estate have the right to receive the economic benefit of any dividends paid with respect to, or proceeds from the sale of, the shares beneficially owned by the Estate. No other person is known to have the right to receive or the power to direct the receipt of dividends from, or any proceeds from the sale of, shares of the Issuer’s Class A Common Stock beneficially owned by any of the Reporting Persons.

(e) Not applicable

The information provided and incorporated by reference in Items 4 and 5 is hereby incorporated by reference.

SIGNATURE

After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this Statement is true, complete and correct.

Dated: June 12, 2023