SEC FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

KRANWINKLE C DOUGLAS

(Last)

(First)

(Middle)

1999 AVENUE OF THE STARS

SUITE 3050

(Street)

LOS ANGELES

90067

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
UNIVISION COMMUNICATIONS INC [ UVN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec. VP and General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
12/26/2006

4. 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 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/26/2006		M		100,000	A	$27.39	174,250	D
Class A Common Stock	12/26/2006		M		150,000	A	$28.55	324,250	D
Class A Common Stock	12/26/2006		S		1,800	D	$35.39	322,450	D
Class A Common Stock	12/26/2006		S		100	D	$35.38	322,350	D
Class A Common Stock	12/26/2006		S		47,400	D	$35.37	274,950	D
Class A Common Stock	12/26/2006		S		21,800	D	$35.36	253,150	D
Class A Common Stock	12/26/2006		S		35,000	D	$35.35	218,150	D
Class A Common Stock	12/26/2006		J		143,900⁽³⁾	D	$35.3617	74,250⁽⁴⁾	D

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Non-qualified stock option	$27.39	12/26/2006		M			100,000	⁽¹⁾	12/03/2012	Class A Common Stock	100,000	$0	620,000	D
Non-qualified stock option	$28.55	12/26/2006		M			150,000	⁽²⁾	12/06/2014	Class A Common Stock	150,000	$0	470,000	D

Explanation of Responses:

1. The 100,000 options vested in four equal annual installments beginning on the anniversary of the grant date of December 4, 2002.

2. Options granted December 7, 2004 were scheduled to vest in four equal annual installments beginning on the anniversary of the grant date. On September 14, 2005, the Compensation Committee of the Board of Directors of the Company approved the acceleration of vesting of all unvested stock options outstanding whose exercise price was above the then current market price of $25.56.

3. The 143,900 shares of Class A Common Stock were sold to the issuer.

4. The 74,250 includes 66,700 restricted stock units, granted by the Issuer, payable upon vesting in an equal number of shares of Class A common stock of the Issuer. Of the total units, 50,000 units vest upon the earlier of (x) 90 days after the closing of a change in control transaction and (y) upon termination without good cause after a change in control and 16,700 units vest in four equal annual installments beginning on January 13, 2007.

	John Paul Aceves, Power of Attorney	12/28/2006
	** 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.