SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

KRAMER LOUISE C

(Last)

(First)

(Middle)

C/O ENTERCOM COMMUNICATIONS CORP.

401 CITY AVENUE, SUITE 809

(Street)

BALA CYNWYD

19004

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/01/2013

3. Issuer Name and Ticker or Trading Symbol
ENTERCOM COMMUNICATIONS CORP [ ETM ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President - Radio Group

5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock, par value $.01 per share	186,119	D
Class A Common Stock, par value $.01 per share	4,600	I	By Trust and By Spouse⁽²⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Stock Options (Right to Buy)	02/10/2010⁽¹⁾	02/09/2019	Class A Common Stock	50,000	$1.34	D

Explanation of Responses:

1. 12,500 of these options became exercisable on February 10, 2010; 12,500 of these options became exercisable on February 10, 2011; 12,500 of these options became exercisable on February 10, 2012; and 12,500 became exercisable on February 10, 2013.

2. These shares are indirectly beneficially owned by the Reporting Person as follows: (i) 2,000 shares held by the Reporting Person as a trustee of a trust established for the benefit of the spouse of the Reporting Person; and (ii) 2,600 shares held by the spouse of the Reporting person as a trustee of a trust establised for the benefit of the Reporting Person.

Remarks:

	Louise C, Kramer by Andrew P. Sutor, IV, Authorized Signer	04/03/2013
	** 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 5 (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.