| Item 1. | Security and Issuer |
| (a) | Title of Class of Securities:
Class A Common Stock |
| (b) | Name of Issuer:
Entravision Communications Corporation |
| (c) | Address of Issuer's Principal Executive Offices:
1 Estrella Way, Burbank,
CALIFORNIA
, 91504. |
Item 1 Comment:
This Amendment No. 3 (this "Amendment") amends and supplements Amendment No. 2 to the Schedule 13D filed with the U.S. Securities and Exchange Commission on June 12, 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 2. | Identity and Background |
|
| (a) | Item 2(a) of the Schedule 13D is hereby amended and supplemented to include the following:
This Statement is being filed by jointly by the following persons:
Alexandra Seros, Individually ("Seros");
Alexandra Seros, as Trustee for The Survivor's Trust (the "Survivor's Trust") under the Seros Ulloa Family Trust of 1996 (the "Seros Ulloa Family Trust");
Alexandra Seros, as Trustee for The Non-Exempt Marital Trust (the "Non-Exempt Marital Trust") under the Seros Ulloa Family Trust;
Alexandra Seros, as Trustee for The Bypass Trust (the "Bypass Trust") under the Seros Ulloa Family Trust; and
Thomas Strickler, as Trustee for The Walter F. Ulloa Irrevocable Trust of 1996 (the "Ulloa Irrevocable Trust")
(each a "Reporting Person" and collectively the "Reporting Persons") |
| (b) | Item 2(b) of the Schedule 13D is hereby amended and supplemented to include the following:
The business address for each of the Reporting Persons is:
c/o Entravision Communications Corporation
1 Estrella Way
Burbank, CA 91504 |
| (c) | Item 2(c) of the Schedule 13D is hereby amended and supplemented to include the following:
Prior to his death, Mr. Walter F. Ulloa was the Chairman of the Board and Chief Executive Officer of the Issuer, whose address is: 1 Estrella Way Burbank, California 91504. The Estate of Walter F. Ulloa (the "Estate") was created as a result of Mr. Ulloa's death. The Estate was settled under California law on September 9, 2024, with the shares of Class A Common Stock held by such Estate distributed to the Survivor's Trust, Non-Exempt Marital Trust and Bypass Trust under the Seros Ulloa Family Trust. Ms. Seros, an author and writer, is the widow of Mr. Ulloa and a trustee of each of the Survivor's Trust, the Non-Exempt Marital Trust and the Bypass Trust. |
| (d) | Item 2(d) of the Schedule 13D is hereby amended and supplemented to include the following:
None of the Reporting Persons during the last five years has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). |
| (e) | Item 2(e) of the Schedule 13D is hereby amended and supplemented to include the following:
None of the Reporting Persons during the last five years has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. |
| (f) | Item 2(f) of the Schedule 13D is hereby amended and supplemented to include the following:
Each of the Survivor's Trust, Non-Exempt Marital Trust and Bypass Trust under the Seros Ulloa Family Trust and the Ulloa Irrevocable Trust is a trust created under the laws of California. |
| Item 3. | Source and Amount of Funds or Other Consideration |
| | Item 3 of the Schedule 13D is hereby amended and supplemented to include the following:
The Reporting Persons sold an aggregate of 81,802 shares of Class A Common Stock (the "Transactions") as follows:
1. On August 19, 2025, the Survivor's Trust sold an aggregate of 15,523 shares of Class A Common Stock in the open market at a weighted average price of $2.3926 per share, for gross proceeds of approximately $37,140 (1);
2. On August 20, 2025, the Survivor's Trust sold an aggregate of 29,443 shares of Class A Common Stock in the open market at a weighted average price of $2.393 per share, for gross proceeds of approximately $70,457 (2); and
3. On August 21, 2025, the Survivor's Trust sold an aggregate of 36,836 shares of Class A Common Stock in the open market at a weighted average price of $2.354 per share, for gross proceeds of approximately $86,712 (3).
(1) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $2.37 to $2.43, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(2) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $2.35 to $2.43, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
(3) The price reported is a weighted average price. The shares of Class A Common Stock were sold in multiple transactions at prices ranging from $2.33 to $2.39, inclusive. The Reporting Person undertakes to provide upon request by the Staff of the SEC full information regarding the number of shares purchased or sold at each separate price.
Settlement of Estate of Walter F. Ulloa
As previously reported on the Schedule 13D, the Estate of Walter F. Ulloa held 2,652,612 shares of Class A Common Stock. On September 9, 2024, the Estate of Walter F. Ulloa was settled as follows:
1,220,201 shares of Class A Common Stock were settled into the Survivor's Trust;
1,087,571 shares of Class A Common Stock were settled into the Non-Exempt Marital Trust; and
344,840 shares of Class A Common Stock were settled into the Bypass Trust.
In connection with the settlement of the estate, Alexandra Seros also transferred 425 shares previously held individually into the Survivor's Trust. |
| Item 4. | Purpose of Transaction |
| | Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:
The Survivor's Trust under the Ulloa Seros Family Trust currently intends to sell, subject to market conditions and other factors, up to 1,000,000 shares in the open market from time to time, including the Transactions, for asset diversification, tax and estate planning purposes. Each Reporting Person intends to continuously review its respective investment in the Issuer, and reserves the right to change its plans at any time, as it deems appropriate. Accordingly, the Reporting Persons may acquire additional shares of Class A Common Stock in private or open market transactions, in each case for investment purposes, and may dispose of shares of Class A Common Stock in private or open market transactions or otherwise. |
| Item 5. | Interest in Securities of the Issuer |
| (a) | Item 5(a) of the Schedule 13D is hereby amended and supplemented as follows:
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. |
| (b) | Item 5(b) of the Schedule 13D is hereby amended and supplemented as follows:
See Item 5(a) |
| (c) | Item 5(c) of the Schedule 13D is hereby amended and supplemented as follows:
Except as disclosed in Item 3, no Reporting Person has effected any transaction in the Issuer's Common Stock during the past 60 days. |
| (d) | Item 5(d) of the Schedule 13D is hereby amended and supplemented as follows:
Alexandra Seros, as Trustee of the Survivor's Trust, the Non-Exempt Marital Trust and the Bypass Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock held by the Survivor's Trust, the Non-Exempt Marital Trust and the Bypass Trust, and Thomas Strickler, as Trustee of the Ulloa Irrevocable Trust, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock held by the Ulloa Irrevocable Trust. 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) | Item 5(e) of the Schedule 13D is hereby amended and supplemented as follows:
Not applicable |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer |
| | The information set forth in Items 3, 4 and 5 is hereby incorporated by reference. As previously reported on the Schedule 13D, the Issuer and the Reporting Persons are parties to a Cooperation Agreement with the Reporting Persons, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference. |
| Item 7. | Material to be Filed as Exhibits. |
| | Exhibit 99.1 Cooperation Agreement, dated as of May 4, 2023, by and among Entravision Communications Corporation, Alexandra Seros, Estate of Walter F. Ulloa, Alexandra Seros, as Trustee of the Seros Ulloa Family Trust of 1996 and Thomas Strickler, as Trustee of The Walter F. Ulloa Irrevocable Trust of 1996 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Entravision Communications Corporation on May 5, 2023). |
