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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Expires: February 28, 2011
Estimated average burden
hours per response 0.5
X
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*
THOMPSON DARRYL B

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENTRAVISION COMMUNICATIONS CORP [ EVC ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
08/27/2004
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
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
Series A Convertible Preferred Stock $15.345 08/27/2004 S 3,323,096 ( 2 ) ( 3 ) Class A Common Stock 3,323,096 $22.022 0 I See note ( 1 )
1. Name and Address of Reporting Person*
THOMPSON DARRYL B

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
CHRISTOPHE CLEVELAND A

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG ASSOCIATES II LP

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG CAPITAL FUND III L P

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Z SPANISH MEDIA HOLDINGS LLC

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG CAPITAL FUND II L P

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG ASSOCIATES II INC

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
TSG ASSOCIATES III LLC

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
1. Name and Address of Reporting Person*
INGLIS MARK D

(Last) (First) (Middle)
C/O TSG CAPITAL GROUP
177 BROAD STREET, 12TH FLOOR

(Street)
STAMFORD CT 06901

(City) (State) (Zip)
Explanation of Responses:
1. The securities are directly owned by TSG Capital Fund III, L.P.
2. Immed.
3. No expiration date.
Remarks:
Mark D. Inglis, Cleveland A. Christophe, TSG Capital Fund III, L.P., TSG Associates III, LLC, TSG Capital Fund II, L.P., TSG Associates II, L.P., TSG Associates II, Inc. and Z Spanish Media Holdings, LLC are no longer 10% owners. Each Reporting Person disclaims the existence of a "group" and disclaims beneficial ownership of any securities (except to such Reporting Person's pecuniary interest in such securities) other than any securities reported herein as being directly owned by such Reporting Person, and this report shall not be deemed an admission that such Reporting Person is the beneficial owner of any such securities for purposes of Section 16 or for any other purpose.
Mark D. Inglis, as attorney-in-fact for Darryl B. Thompson 08/29/2004
Mark D. Inglis, as attorney-in-fact for Cleveland A. Christophe 08/29/2004
Mark D. Inglis, Managing Member of TSG Associates III, LLC, the General Partner of TSG Capital Fund III, L.P. 08/29/2004
Mark D. Inglis, Managing Member of TSG Associates III, LLC 08/29/2004
Mark D. Inglis , as attorney-in-fact for TSG Capital Fund II, L.P. 08/29/2004
Mark D. Inglis, as attorney-in-fact for TSG Associates II, L.P. 08/29/2004
Mark D. Inglis, as attorney-in-fact for TSG Associates II, Inc. 08/29/2004
Mark D. Inglis, as attorney-in-fact for Z Spanish Media Holdings, LLC 08/29/2004
Mark D. Inglis 08/29/2004
** 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.