UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)
Entercom Communications Corp.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
293639100
(CUSIP Number)
Joseph M. Field
c/o Entercom Communications Corp.
401 City Avenue, Suite 809
Bala Cynwyd, PA 19004
(610) 660-5610
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 19, 2013
(Date of Event which Requires Filing of this Statement)
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), check 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).
CUSIP No. 293639100 | Page 2 |
1. |
Name Of Reporting Person
Joseph M. Field | |||||
2. | Check The Appropriate Box If A Member Of A Group (see instructions) (a) ¨ (b) ¨ | |||||
3. | SEC Use Only
| |||||
4. | Source Of Funds (see instructions)
PF | |||||
5. | Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e). ¨
| |||||
6. | Citizenship Or Place Of Organization
United States of America | |||||
Number of Shares Beneficially Owned By Each Reporting Person With
|
7. | Sole Voting Power
7,478,882 | ||||
8. | Shared Voting Power
863,268 | |||||
9. | Sole Dispositive Power
7,478,882 | |||||
10. | Shared Dispositive Power
863,268 | |||||
11. |
Aggregate Amount Beneficially Owned By Each Reporting Person
8,342,150 | |||||
12. | Check Box If The Aggregate Amount In Row (11) Excludes Certain Shares (See Instructions) ¨
| |||||
13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
19.88% | |||||
14. | TYPE OF REPORTING PERSON (See Instructions)
IN |
CUSIP No. 293639100 | Page 3 |
Preliminary Note: The Reporting Person is President, Treasurer and a Director of the Joseph and Marie Field Foundation (a 501c(3) charitable foundation) (the Foundation). While the Reporting Person has no pecuniary interest in shares owned by the Foundation, in light of the facts and circumstances, the Reporting Person includes shares owned by the Foundation to determine beneficial ownership for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended. In connection with an asset diversification plan, the Foundation (by way of a 10b5-1 Preset Diversification Program) recently sold shares of the Issuer. When aggregated with all other dispositions of the Issuers Class A Common stock since the Reporting Persons prior Schedule 13D/A (filed on December 28, 2013), this represents a net decrease in beneficial ownership of just over 1% of the class of securities. Thus, as required by Rule 13-D2(a), the Reporting Person is filing this Schedule 13D/A.
Item 5. Interest in Securities of the Issuer.
(a) Amount Beneficially Owned: |
8,342,150 |
Joseph M. Field beneficially owns 8,342,150 shares which includes: (i) 1,516,277 shares of Class A common stock for which Joseph M. Field is the record holder; (ii) 5,818,282 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock for which Joseph M. Field is the record holder; (iii) 330,000 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock beneficially owned by the spouse of Joseph M. Field; (iv) 6,000 shares of Class A common stock which may be acquired through the exercise of options; (v) 33,578 shares of Class A common stock held of record by Joseph M. Field as trustee of a trust; (vi) 206,094 shares of Class A common stock held of record by the spouse of Joseph M. Field as co-trustee of a trust; (vii) 277,174 shares of Class A common stock beneficially owned by Joseph M. Field as a director and officer of the Joseph and Marie Field Foundation; (viii) 50,000 shares of Class A common stock beneficially owned by Joseph M. Field as a director and officer of the Joseph and Marie Field Family Environmental Foundation; and (ix) 100,000 shares of Class A common stock beneficially owned by Joseph M. Field as the sole member of a limited liability company.
(b) | Number of shares as to which such person has: |
(i) sole power to vote or to direct the vote: |
7,478,882 | |||
(ii) shared power to vote or to direct the vote: |
863,268 | |||
(iii) sole power to dispose or to direct the disposition of: |
7,478,882 | |||
(iv) shared power to dispose or to direct the disposition of: |
863,268 |
(c) During the past sixty (60) days the Reporting Persons beneficial ownership decreased by 91,302 shares of Class A common stock of the Issuer as follows:
CUSIP No. 293639100 | Page 4 |
(i) The Reporting Person had an aggregate of 5,877 shares withheld by the Issuer upon the vesting of restricted stock grants in order to satisfy withholding tax obligations as follows:
Date of Disposition | Number of Shares Disposed | Price Per Share | ||||||
5/15/2013 |
5,272 | $ | 9.35 | |||||
5/18/2013 |
605 | $ | 9.54 |
(ii) The Joseph and Marie Field Foundation, a 501c(3) charitable foundation (see Preliminary Note), sold 84,561 shares pursuant to a 10b5-1 Preset Diversification Program through a broker as follows:
Date of Sale | Number of Shares Sold | Weighted Average Sale Price Per Share(*) |
Sale Price Range (*) |
|||||||||
5/9/2013 |
626 | $ | 7.9595 | $ | 7.95 $7.96 | |||||||
6/13/2013 |
5,508 | $ | 9.9045 | $ | 9.72 $10.00 | |||||||
6/14/2013 |
12,325 | $ | 9.8576 | $ | 9.80 $9.9501 | |||||||
6/17/2013 |
22,905 | $ | 9.9796 | $ | 9.82 10.0201 | |||||||
6/18/2013 |
22,215 | $ | 10.0323 | $ | 9.96 $10.07 | |||||||
6/19/2013 |
7,454 | $ | 10.0493 | $ | 9.89 10.12 | |||||||
6/20/2013 |
10,121 | $ | 9.3789 | $ | 9.30 $9.74 | |||||||
6/21/2013 |
3,407 | $ | 9.3563 | $ | 9.305 $9.37 | |||||||
6/24/2013 |
864 | $ | 9.17 | $ | 9.17 |
(*) | Upon request, the Reporting Person will provide the Staff with full information regarding the number of shares sold at each separate price. |
CUSIP No. 293639100 | Page 5 |
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.
June 24, 2013 |
Date |
/s/ Joseph M. Field |
Signature |
Joseph M. Field |
Name/Title |