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UNITED STATES |
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SECURITIES AND EXCHANGE COMMISSION |
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Washington, D.C. 20549 |
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SCHEDULE 13D |
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Under the Securities Exchange Act
of 1934
(Amendment No. 1)*
Entercom Communications Corp.
(Name of Issuer)
Class A Common Stock, par value $0.01 per share
(Title of Class of Securities)
293639100
(CUSIP Number)
David J. 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)
December 4, 2008
(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. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* 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 disclosures provided in a prior cover page.
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).
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CUSIP No. 293639100 |
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1. |
Names of Reporting Persons |
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2. |
Check the Appropriate Box if a Member of a Group (See Instructions) |
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(a) |
x |
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(b) |
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3. |
SEC Use Only |
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4. |
Source of Funds (See
Instructions) |
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5. |
Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o |
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6. |
Citizenship or Place of Organization |
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Number of |
7. |
Sole Voting Power |
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8. |
Shared Voting Power |
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9. |
Sole Dispositive Power |
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10. |
Shared Dispositive Power |
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11. |
Aggregate Amount Beneficially
Owned by Each Reporting Person |
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12. |
Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) o |
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13. |
Percent of Class
Represented by Amount in Row (11) |
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14. |
Type of Reporting Person
(See Instructions) |
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2
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CUSIP No. 293639100 |
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Item 1. |
Security and Issuer |
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Item 2. |
Identity and Background |
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Item 3. |
Source and Amount of Funds or Other Consideration |
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From November 12, 2008 through December 4, 2008, David J. Field acquired 85,941 shares in open market transactions using his personal funds. (See Item 5(c) for disclosure regarding shares recently purchased in the open market). |
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Item 4. |
Purpose of Transaction |
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Item 5. |
Interest in Securities of the Issuer |
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(a) |
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Amount Beneficially Owned: |
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3,246,343 |
David J. Field beneficially owns 3,246,343 shares which includes: (i) 572,218 shares of Class A common stock for which David J. Field is the record holder; (ii) 749,250 shares of Class A common stock which may be acquired upon conversion of shares of Class B common stock for which David J. Field is the record holder; (iii) 358,333 shares of Class A common stock which may be acquired through the exercise of options; and (iv) 1,566,542 shares of Class A common stock held of record by David J. Field as co-trustee of four trusts.
As previously reported, David J. Field and Joseph M. Field may be deemed to have formed a “group” for pursuant to Section 13(d) of the Exchange Act. For Section 13(d) purposes, this “group” is deemed to beneficially own an aggregate of 11,991,272 shares which represents a beneficial ownership interest in the Issuer of 32.06%.
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(b) |
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Number of shares as to which such person has: |
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(i) |
sole power to vote or to direct the vote: |
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1,679,801 |
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(ii) |
shared power to vote or to direct the vote: |
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1,566,542 |
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(iii) |
sole power to dispose or to direct the disposition of: |
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1,679,801 |
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(iv) |
shared power to dispose or to direct the disposition of: |
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1,566,542 |
(c) Since filing a Schedule 13D on November 12, 2008, David J. Field has acquired an aggregate of 85,941 shares of the Issuer’s Class A Common Stock through broker Merrill Lynch, Pierce, Fenner & Smith Incorporated as follows:
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Date of |
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Number of |
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Purchase |
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11/12/2008 |
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3,100 |
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$ |
0.7000 |
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11/12/2008 |
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600 |
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$ |
0.6900 |
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11/12/2008 |
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680 |
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$ |
0.6800 |
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11/13/2008 |
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2,115 |
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$ |
0.8000 |
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11/13/2008 |
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57 |
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$ |
0.7800 |
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11/13/2008 |
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1,129 |
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$ |
0.7700 |
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11/13/2008 |
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480 |
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$ |
0.7600 |
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11/13/2008 |
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190 |
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$ |
0.7500 |
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11/14/2008 |
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2,008 |
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$ |
0.8000 |
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3
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CUSIP No. 293639100 |
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Date of |
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Number of |
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Purchase |
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11/14/2008 |
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942 |
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$ |
0.7900 |
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11/14/2008 |
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1,600 |
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$ |
0.7700 |
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11/14/2008 |
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340 |
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$ |
0.7600 |
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11/14/2008 |
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240 |
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$ |
0.7500 |
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11/17/2008 |
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1,000 |
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$ |
0.8000 |
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11/17/2008 |
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230 |
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$ |
0.7800 |
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11/17/2008 |
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4,370 |
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$ |
0.7700 |
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11/17/2008 |
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120 |
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$ |
0.7600 |
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11/17/2008 |
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40 |
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$ |
0.7500 |
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11/18/2008 |
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780 |
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$ |
0.7700 |
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11/18/2008 |
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5,280 |
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$ |
0.7600 |
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11/18/2008 |
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880 |
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$ |
0.7500 |
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11/18/2008 |
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420 |
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$ |
0.7400 |
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11/19/2008 |
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3,700 |
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$ |
0.8000 |
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11/19/2008 |
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700 |
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$ |
0.7900 |
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11/19/2008 |
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3,830 |
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$ |
0.7800 |
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11/19/2008 |
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1,000 |
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$ |
0.7700 |
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11/19/2008 |
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1,000 |
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$ |
0.7600 |
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11/19/2008 |
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1,100 |
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$ |
0.7500 |
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11/19/2008 |
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1,000 |
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$ |
0.7400 |
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11/19/2008 |
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1,000 |
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$ |
0.7200 |
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11/20/2008 |
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2,200 |
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$ |
0.8000 |
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11/20/2008 |
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1,060 |
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$ |
0.7900 |
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11/20/2008 |
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890 |
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$ |
0.7800 |
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11/20/2008 |
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10 |
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$ |
0.7600 |
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11/21/2008 |
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5,770 |
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$ |
0.7900 |
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11/21/2008 |
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1,860 |
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$ |
0.7800 |
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11/21/2008 |
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800 |
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$ |
0.7700 |
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11/24/2008 |
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1,000 |
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$ |
0.8000 |
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11/24/2008 |
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2,090 |
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$ |
0.7900 |
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11/24/2008 |
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2,040 |
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$ |
0.7800 |
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11/24/2008 |
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1,970 |
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$ |
0.7700 |
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11/24/2008 |
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1,630 |
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$ |
0.7600 |
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11/24/2008 |
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800 |
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$ |
0.7500 |
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11/25/2008 |
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310 |
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$ |
0.8300 |
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11/25/2008 |
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1,000 |
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$ |
0.8200 |
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11/25/2008 |
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520 |
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$ |
0.8100 |
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11/25/2008 |
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820 |
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$ |
0.8000 |
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11/25/2008 |
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10 |
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$ |
0.7900 |
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11/26/2008 |
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240 |
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$ |
0.9500 |
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4
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CUSIP No. 293639100 |
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Date of |
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Number of |
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Purchase |
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11/26/2008 |
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470 |
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$ |
0.8400 |
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11/26/2008 |
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50 |
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$ |
0.8300 |
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11/28/2008 |
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2,760 |
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$ |
1.0500 |
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11/28/2008 |
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130 |
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$ |
1.0000 |
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12/1/2008 |
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170 |
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$ |
1.0100 |
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12/1/2008 |
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3,000 |
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$ |
1.0000 |
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12/1/2008 |
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1,930 |
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$ |
0.9900 |
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12/2/2008 |
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6 |
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$ |
1.0500 |
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12/2/2008 |
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604 |
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$ |
1.0200 |
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12/2/2008 |
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1,800 |
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$ |
1.0000 |
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12/2/2008 |
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2,280 |
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$ |
0.9900 |
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12/3/2008 |
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3,730 |
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$ |
1.0500 |
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12/3/2008 |
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1,010 |
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$ |
1.0400 |
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12/3/2008 |
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1,630 |
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$ |
1.0300 |
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12/4/2008 |
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670 |
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$ |
1.1500 |
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12/4/2008 |
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750 |
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$ |
1.1400 |
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Item 6. |
Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer |
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Item 7. |
Material to be Filed as Exhibits |
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5
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CUSIP No. 293639100 |
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.
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December 5, 2008 |
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Date |
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Signature |
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Name/Title |
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ATTENTION |
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Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001). |
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