0000919574-12-003788.txt : 20120524 0000919574-12-003788.hdr.sgml : 20120524 20120524130100 ACCESSION NUMBER: 0000919574-12-003788 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20120524 DATE AS OF CHANGE: 20120524 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ENTERCOM COMMUNICATIONS CORP CENTRAL INDEX KEY: 0001067837 STANDARD INDUSTRIAL CLASSIFICATION: RADIO BROADCASTING STATIONS [4832] IRS NUMBER: 231701044 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-55345 FILM NUMBER: 12866537 BUSINESS ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 BUSINESS PHONE: 610-660-5610 MAIL ADDRESS: STREET 1: 401 CITY AVENUE STREET 2: SUITE 809 CITY: BALA CYNWYD STATE: PA ZIP: 19004 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Rubicon Advisors LLC CENTRAL INDEX KEY: 0001550422 IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 380 LEXINGTON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10168 BUSINESS PHONE: 646-216-9960 MAIL ADDRESS: STREET 1: 380 LEXINGTON AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10168 SC 13G 1 d1291765_13-g.htm d1291765_13-g.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No.____________)*


Entercom Communications Corp.
(Name of Issuer)


Class A common stock, $0.01 par value
(Title of Class of Securities)


293639100
(CUSIP Number)


May 14, 2012
(Date of Event Which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
[_]  Rule 13d-1(b)

[X]  Rule 13d-1(c)

[_]  Rule 13d-1(d)

__________
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in 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).
 

 
 

 


CUSIP No.
293639100
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Rubicon Advisors LLC
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
Delaware
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,690,552
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,690,552
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,690,552
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
OO
 


 
 

 


CUSIP No.
293639100
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Erez Aviczer
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United States
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,690,552
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,690,552
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,690,552
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 

 


CUSIP No.
293639100
   
     
1.
NAME OF REPORTING PERSONS
 
 
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
 
     
 
Chen Rivlin
 
     
2.
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
   
(a)  [_]
   
(b)  [X]
     
3.
SEC USE ONLY
 
     
     
     
4.
CITIZENSHIP OR PLACE OF ORGANIZATION
 
     
 
United Kingdom
 
     
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
     
5.
SOLE VOTING POWER
 
     
 
0
 
     
6.
SHARED VOTING POWER
 
     
 
1,690,552
 
     
7.
SOLE DISPOSITIVE POWER
 
     
 
0
 
     
8.
SHARED DISPOSITIVE POWER
 
     
 
1,690,552
 
     
9.
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
     
 
1,690,552
 
     
10.
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
 
   
[_]
     
     
11.
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
     
 
5.4%
 
     
12.
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
 
IN
 

 
 

 


CUSIP No.
293639100
   

Item 1.
(a).
Name of Issuer:
 
       
   
Entercom Communications Corp.
 

 
(b).
Address of issuer's principal executive offices:
 
       
   
401 City Avenue, Suite 809
Bala Cynwyd, Pennsylvania  19004
United States of America
 

Item 2.
(a).
Name of person filing:
 
       
   
Rubicon Advisors LLC
Erez Aviczer
Chen Rivlin
 

 
(b).
Address or principal business office or, if none, residence:
 
       
   
Rubicon Advisors LLC
380 Lexington Avenue, 17th Floor
New York, New York  10168
 
Erez Aviczer
c/o Rubicon Advisors LLC
380 Lexington Avenue, 17th Floor
New York, New York  10168
 
Chen Rivlin
c/o Rubicon Advisors LLC
380 Lexington Avenue, 17th Floor
New York, New York  10168
 

 
(c).
Citizenship:
 
       
   
Rubicon Advisors LLC – Delaware limited liability company
Erez Aviczer – United States
Chen Rivlin – United Kingdom
 

 
(d).
Title of class of securities:
 
       
   
Class A common shares, $0.01 par value
 

 
(e).
CUSIP No.:
 
       
   
293639100
 


 
 

 


Item 3.
If This Statement is filed pursuant to §§.240.13d-1(b) or 240.13d-2(b), or (c), check whether the person filing is a

 
(a)
[_]
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 
(b)
[_]
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 
(c)
[_]
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 
(d)
[_]
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 
(e)
[_]
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

 
(f)
[_]
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

 
(g)
[_]
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 
(h)
[_]
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.1813);
 
 
(i)
[_]
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 
(j)
[_]
A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
 
(k)
[_]
Group, in accordance with §240.13d-1(b)(1)(ii)(K).  If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
     
 
 
 
Item 4.
Ownership.
 
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 
(a)
Amount beneficially owned:
     
   
Rubicon Advisors LLC – 1,690,552 shares
Erez Aviczer – 1,690,552 shares
Chen Rivlin - 1,690,552 shares

 
(b)
Percent of class:
     
   
Rubicon Advisors LLC – 5.4%
Erez Aviczer – 5.4%
Chen Rivlin – 5.4%


 
 

 


 
(c)
Number of shares as to which Rubicon Advisors LLC has:
     

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,690,552
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,690,552
.
         

 
(c)
Number of shares as to which Erez Aviczer has:
     

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,690,552
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,690,552
.
         

 
(c)
Number of shares as to which Chen Rivlin has:
     

   
(i)
Sole power to vote or to direct the vote
0
,
         
   
(ii)
Shared power to vote or to direct the vote
1,690,552
,
         
   
(iii)
Sole power to dispose or to direct the disposition of
0
,
         
   
(iv)
Shared power to dispose or to direct the disposition of
1,690,552
.
         

 
Item 5.
Ownership of Five Percent or Less of a Class.
 
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  [_].
 
 
N/A
 
Item 6.
Ownership of More Than Five Percent on Behalf of Another Person.

 
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified.  A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
 
 
N/A

 
 

 


   
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 
If a parent holding company or control person has filed this schedule, pursuant to Rule 13d-1(b)(1)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary.  If a parent holding company or control person has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
 
 
N/A
   
Item 8.
Identification and Classification of Members of the Group.

 
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group.  If a group has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identity of each member of the group.
 
 
N/A
   
Item 9.
Notice of Dissolution of Group.

 
Notice of dissolution of a group may be furnished as an exhibit stating the date of the dissolution and that all further filings with respect to transactions in the security reported on will be filed, if required, by members of the group, in their individual capacity.  See Item 5.
 
 
N/A
   
 
Item 10.
Certification.

   
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.


 
 

 


SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 

 
May 24, 2012
 
(Date)
 
 
 
Rubicon Advisors LLC
 
 
 
/s/ Chen Rivlin
 
(Signature)
 
 
 
Chen Rivlin, Managing Member
 
(Name/Title)
 
 
 
 
 
/s/ Erez Aviczer
 
(Signature)
 
 
 
Erez Aviczer
 
(Name/Title)


 
/s/ Chen Rivlin
 
(Signature)
 
 
 
Chen Rivlin
 
(Name/Title)




The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative.  If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative's authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference.  The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
 
Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s.240.13d-7 for other parties for whom copies are to be sent.
 
Attention.  Intentional misstatements or omissions of fact constitute Federal criminal violations (see 18 U.S.C. 1001).
 

 

 

 
 

 

Exhibit 1
Joint Filing Statement

Statement Pursuant to Rule 13d-1(k)(1)


The undersigned hereby consent and agree to file a joint statement on Schedule 13G under the Securities Exchange Act of 1934, as amended, with respect to the Class A common stock, $0.01 par value, of Entercom Communications Corp. beneficially owned by them, together with any or all amendments thereto, when and if appropriate.  The parties hereto further consent and agree to file this Statement Pursuant to Rule 13d-1(k)(1)(iii) as an exhibit to Schedule 13G, thereby incorporating the same into such Schedule 13G.


Dated:  May 24, 2012
 
Rubicon Advisors LLC
 
 
 
 
 
By: /s/ Chen Rivlin
 
 
Name: Chen Rivlin
 
 
Title:   Managing Member
 
 
 
 
 
 
 
 
/s/ Erez Aviczer
 
 
Erez Aviczer


 
 
/s/ Chen Rivlin
 
 
Chen Rivlin


 
SK 02326 0001 1291765