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

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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^*

RODRIGUEZ RAY

(Last)

(First)

(Middle)

9405 N.W. 41ST STREET

(Street)

MIAMI

33178

(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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Pres. & COO Univision Networks

3. Date of Earliest Transaction (Month/Day/Year)
09/11/2006

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	09/11/2006		M		150,000	A	$5.75	343,040	D
Class A Common Stock	09/11/2006		S		4,900	D	$34.6	338,140	D
Class A Common Stock	09/11/2006		S		4,900	D	$34.63	333,240	D
Class A Common Stock	09/11/2006		S		14,700	D	$34.65	318,540	D
Class A Common Stock	09/11/2006		S		2,800	D	$34.66	315,740	D
Class A Common Stock	09/11/2006		S		7,700	D	$34.67	308,040	D
Class A Common Stock	09/11/2006		S		17,300	D	$34.68	290,740	D
Class A Common Stock	09/11/2006		S		22,700	D	$34.69	268,040	D
Class A Common Stock	09/11/2006		S		20,000	D	$34.7	248,040	D
Class A Common Stock	09/11/2006		S		10,000	D	$34.71	238,040	D
Class A Common Stock	09/11/2006		S		20,000	D	$34.72	218,040	D
Class A Common Stock	09/11/2006		S		10,000	D	$34.73	208,040	D
Class A Common Stock	09/11/2006		S		14,200	D	$34.75	193,840	D
Class A Common Stock	09/11/2006		S		800	D	$34.76	193,040⁽¹⁾⁽²⁾	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	$5.75	09/11/2006		M			150,000	⁽³⁾	09/25/2006	Class A Common Stock	150,000	$0	1,533,300	D

Explanation of Responses:

1. Of the 193,040 shares, a total of 192,300 are previously reported restricted stock units.

2. Of the 193,040 shares reported above, 200 shares are held in a UTMA account for the reporting person's daughter and 540 shares are held in an account for the reporting person's son. The reporting person disclaims beneficial ownership of the 740 shares and the filing of this report is not an admission that the reporting person is the beneficial owner of the 740 shares for purposes of Section 16 or for any other purpose.

3. The 150,000 options vested in two equal annual installments beginning on the anniversary of the grant date of September 26, 1996. Mr. Rodriguez's options were scheduled to expire on September 25, 2006, and would have been forfeited on that date if not exercised.

	John Paul Aceves, Power of Attorney	09/13/2006
	** 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.
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