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)
03/29/2007

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	03/29/2007		D		740⁽¹⁾	D	$36.25	189,413	D
Restricted Stock Units	03/29/2007		D		39,413⁽²⁾	D	$36.25	150,000	D
Restricted Stock Units	03/29/2007		D		150,000⁽³⁾	D	$36.25	0	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 Options	$43.625	03/29/2007		D			200,000	⁽⁴⁾	12/05/2009	Common Stock	200,000	$0	818,300	D
Non-Qualified Stock Options	$35.75	03/29/2007		D			200,000	⁽⁵⁾	11/30/2010	Common Stock	200,000	$36.25	618,300	D
Non-Qualified Stock Options	$35	03/29/2007		D			200,000	⁽⁵⁾	11/28/2011	Common Stock	200,000	$36.25	418,300	D
Non-Qualified Stock Options	$35.85	03/29/2007		D			100,000	⁽⁵⁾	11/30/2013	Common Stock	100,000	$36.25	318,300	D
Non-Qualified Stock Options	$28.55	03/29/2007		D			185,000	⁽⁵⁾	12/06/2014	Common Stock	185,000	$36.25	133,300	D
Non-Qualified Stock Options	$31.59	03/29/2007		D			133,300	⁽⁶⁾	01/12/2016	Common Stock	133,300	$36.25	0	D

Explanation of Responses:

1. Disposed of pursuant to merger agreement among, Issuer, Umbrella Holdings, LLC and Umbrella Acquisition, Inc. (the "Merger Agreement") in exchange for the right to receive $36.25 per share on the effective date of the merger.

2. The 39,413 restricted stock units that remained outstanding as of the effective time, whether vested or unvested, became fully vested and were converted into the right to receive a cash payment equal to the merger consideration of $36.25 per unit on the effective date of the merger.

3. 150,000 restricted stock units issued under the Issuer's Change in Control Retention Bonus Plan remain outstanding as of the effective time. A payment of $36.25 per unit will be made on the effective date of the merger or one day later.

4. This option was cancelled on the effective date of the merger.

5. This fully vested option was cancelled pursuant to the Merger Agreement in exchange for the right to receive the difference between the merger consideration of $36.25 per share and the exercise price of the option on the effective date of the merger.

6. This partially vested option became fully vested pursuant to the Merger Agreement and was cancelled in exchange for the right to receive the difference between the merger consideration of $36.25 per share and the exercise price of the option on the effective date of the merger.

	/s/ John Paul Aceves, Power of Attorney	03/29/2007
	** 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).
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