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).
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1.
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Names of
Reporting Persons.
AAA Trust
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
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6.
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Citizenship or Place of
Organization
Florida
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
760,000 shares (represents 380,000 shares of Series C Convertible Preferred Stock par
value $0.01 per share, of Spanish Broadcasting System, Inc. (the Series C Preferred Stock), each share of which is convertible into two shares of Class A Common Stock, par value $0.0001 per share, of Spanish Broadcasting System, Inc.
(the Class A Common Stock). Each share of the Series C Preferred Stock is entitled to two votes per share).
The Class A Common Stock, Class B Common Stock, par value $0.0001 per share of Spanish Broadcasting System, Inc. (the Class B Common Stock) and
Series C Preferred Stock vote together as a single class.
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
760,000 shares (represents 380,000 shares of Series C Preferred Stock, each share of
which is convertible into two shares of Class A Common Stock).
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10.
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Shared Dispositive Power
0
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
760,000 shares (represents 380,000 shares of Series C Preferred Stock, each of which is convertible into two shares of Class A Common Stock).
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
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13.
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Percent of Class Represented by Amount
in Row (11)
10.3% of the fully diluted shares of Class A Common Stock and Class B
Common Stock upon conversion of the Series C Preferred Stock.
2.7% of the voting
power of the fully diluted Class A Common Stock, Class B Common Stock and Series C Preferred Stock (which is entitled to two votes per share) voting together as a single class.
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14.
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Type of Reporting Person (See
Instructions)
OO
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2
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1.
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Names of
Reporting Persons.
Raúl Alarcón
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2.
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Check the Appropriate Box if a Member
of a Group (See Instructions)
(a)
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(b)
x
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3.
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SEC Use Only
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4.
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Source of Funds (See Instructions)
PF
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5.
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Check if Disclosure of Legal
Proceedings Is Required Pursuant to Items 2(d) or 2(e)
¨
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6.
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Citizenship or Place of
Organization
United States
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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7.
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Sole Voting Power
3,119,913 shares (includes 2,286,503 shares of Class B Common Stock held in
Mr. Alarcóns own name and 53,500 shares of Class B Common Stock held by the Alma Alarcón Trust of which Mr. Alarcón is the trustee). The Class B Common Stock is entitled to ten votes per share.
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8.
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Shared Voting Power
0
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9.
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Sole Dispositive Power
3,119,913 shares (includes 2,286,503 shares of Class B Common Stock held in
Mr. Alarcóns own name and 53,500 shares of Class B Common Stock held by the Alma Alarcón Trust of which Mr. Alarcón is the trustee).
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10.
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Shared Dispositive Power
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11.
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Aggregate Amount Beneficially Owned by Each Reporting Person
3,119,913 shares (includes 2,286,503 shares of Class B Common Stock held in Mr. Alarcóns own name and 53,500 shares of Class B Common Stock
held by the Alma Alarcón Trust of which Mr. Alarcón is the trustee. The shares of Class B Common Stock are convertible into the same number of shares of Class A Common Stock, but are entitled to ten votes per share).
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12.
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Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions)
¨
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13.
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Percent of Class Represented by Amount
in Row (11)
(A) 43.8% of the fully diluted Class A Common Stock and Class B Common
Stock upon conversion of the Series C Preferred Stock.
(B) 85.4% of the voting power
of the fully diluted Class A Common Stock, Class B Common Stock and Series C Preferred Stock (which is entitled to two votes per share) voting together as a single class.
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14.
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Type of Reporting Person (See
Instructions)
IN
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3
Introduction
Item 1.
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Security and Issuer.
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This Schedule 13D (the Schedule 13D) relates to the
Class A Common Stock, par value $0.0001 per share (the Class A Common Stock) issued by Spanish Broadcasting System, Inc., a Delaware corporation (the Company). The Companys principal executive offices are
located at 7007 NW 77th Avenue, Miami, Florida, 33166. The security being acquired by the reporting persons is the Companys Series C Convertible Preferred Stock, par value $0.01 per share, each share of which is convertible into two
shares of the Class A Common Stock and each of which is entitled to two votes per share prior to conversion. There are also 2,340,353 shares outstanding of Class B Common Stock, par value $0.0001 per share, of the Company (the Class B
Common Stock), each share of which is convertible into one share of Class A Common Stock, but is entitled to ten votes per share when held as Class B Common Stock. The Class A Common Stock, the Class B Common Stock and the Series C
Preferred Stock vote together as a single class.
Item 2.
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Identity and Background.
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This statement is jointly filed by and on behalf of AAA Trust
and Raúl Alarcón.
AAA Trust is a Florida trust, of which Raúl Alarcón is the trustee. Its principal business
is to hold and administer the estate of the settlor of the trust.
Mr. Alarcón is the trustee of AAA Trust and may be deemed
to control, and beneficially own securities owned or held by AAA Trust. Mr. Alarcón is the Chairman of the Board, Chief Executive Officer and President of the Company. The Company owns and operates 17 radio stations located in the top
U.S. Hispanic markets, operates AIRE Radio Networks, and owns Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates through the U.S. and Puerto Rico. The Company also produces live concerts and events and
owns multiple bilingual websites.
The place of organization or citizenship, as applicable, of each reporting person is stated in
Item 6 of such reporting persons cover page hereto. The address of the principal office of AAA Trust is 9401 Journeys End Road, Coral Gables, Florida 33156. The address of the principal office of Mr. Alarcón is 7007 NW
77th Avenue, Miami, Florida 33166.
Neither reporting person has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) during the last five years. Neither reporting person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws (or
finding any violation with respect to such laws) as a result of a civil proceeding of a judicial or administrative body of competent jurisdiction to which such reporting person was a party during the last five years.
Each reporting person may be deemed (due to a relationship described herein or otherwise) to be a member of a group with respect to the issuer
or securities of the issuer for purposes of Section 13(d) or 13(g) of the Act and may be deemed to beneficially own securities owned or held by each other reporting person. Each reporting person declares that neither the filing of
this statement nor anything herein shall be construed as an admission that such reporting person is, for purposes of Section 13(d) or 13(g) of the Act or any other purpose, a member of a group with respect to the issuer or any
securities of the issuer.
Item 3.
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Source and Amount of Funds or Other Consideration.
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AAA Trust is purchasing the Series C
Preferred Stock which is convertible into Class A Common Stock with funds held by the trust. The shares of common stock held by Mr. Alarcón were acquired at various times over the last 22 years and were not financed. None of the
shares were acquired within the last 60 days.
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Item 4.
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Purpose of Transaction.
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The securities covered by this statement were acquired for
investment purposes. Each reporting person believes that the subject class of securities is undervalued and represents an attractive investment opportunity.
The seller of the shares of the Series C Preferred Stock had acquired its shares in consideration for its sale to the Company of certain radio
station assets. Pursuant to a Stockholder Agreement dated October 5, 2004 among the seller, Mr. Alarcón and the Company (the Stockholder Agreement), the holder of the shares is entitled to certain rights, including first
negotiation rights in connection with the sale of certain of the Companys radio station assets and certain preemptive rights in respect of the Companys equity issuances. The shares were not registered, although they did have registration
rights and, pursuant to the Stockholder Agreement, were subject to certain first negotiation rights in favor of Mr. Alarcón. In June 2016, the seller and Mr. Alarcón began discussions regarding a potential sale of the shares
of the Series C Preferred Stock and both parties agreed to negotiate a definitive agreement. Mr. Alarcón decided to acquire the Series C Preferred Stock together with an assignment of the sellers rights under the Stockholder
Agreement and a registration rights agreement through AAA Trust because he believes the price was attractive. No reporting person has any present plans or proposals that would result in or relate to any of the transactions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D.
Item 5.
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Interest in Securities of the Issuer.
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(a) The aggregate number and percentage of the subject class of
securities beneficially owned by each reporting person is stated (and those securities for which such reporting person has a right to acquire, if any, are identified) in items 11 and 13 on such reporting persons cover page hereto or
otherwise herein, based on 4,166,991 shares of Class A Common Stock, 2,340,353 shares of Series B Common Stock and 380,000 shares of Series C Preferred Stock (which are convertible into 760,000 shares of Class A Common Stock) outstanding
as of April 11, 2016.
(b) Number of securities for or as to which each reporting person has:
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(i)
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Sole power to vote or to direct the vote:
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See Item 7 on such reporting
persons cover page hereto.
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(ii)
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Shared power to vote or to direct the vote:
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See Item 8 on such reporting
persons cover page hereto.
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(iii)
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Sole power to dispose or to direct the disposition of:
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See Item 9 on such
reporting persons cover page hereto.
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(iv)
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Shared power to dispose or to direct the disposition of:
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See Item 10 on
such reporting persons cover page hereto.
(c) No transactions in Class A Common Stock, Class B Common Stock or Series C Preferred Stock were
effected by the reporting parties in the past 60 days.
Item 6.
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Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of the Issuer.
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No reporting person has any legal or other contract, arrangement, understanding, or relationship with any other person with respect to any
securities of the issuer.
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Item 7.
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Material to be Filed as Exhibits.
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The information required to be provided by
Item 7 of Schedule 13D in this statement is provided in the Exhibit Index hereto or otherwise herein. The information in the Exhibit Index hereto and each other Item herein is incorporated by reference in answer or partial answer to
this Item.
Remainder of Page Intentionally Left Blank. Signature Page to Follow.
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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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AAA Trust
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Date: August 18, 2016
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By:
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/s/ Raúl Alarcón
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Name:
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Raúl Alarcón
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Title:
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Trustee
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Raúl Alarcón
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Date: August 18, 2016
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By:
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/s/ Raúl Alarcón
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Remainder of Page Intentionally Left Blank. Exhibit Index to Follow.
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Exhibit Index
Exhibit
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Reference
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Description
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1
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Joint Filing Agreement
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Remainder of Page Intentionally Left Blank. Exhibit(s) to Follow.
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Exhibit 1
JOINT FILING AGREEMENT
The undersigned agree that the Schedule 13D dated August 18, 2016 relating to the acquisition by AAA Trust of 380,000 shares of Series C
Preferred Stock, par value $0.01 per share, shall be filed on behalf of the undersigned.
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AAA Trust
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/s/ Raúl Alarcón
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Raúl Alarcón
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By
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/s/ Raúl Alarcón
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Name:
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Raúl Alarcón
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Title:
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Trustee
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9