Peter M Kern Form 4 HEMISPHERE MEDIA / Peter M Kern ownership change

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^*

Kern Peter M

(Last) (First) (Middle)

C/O HEMISPHERE MEDIA GROUP, INC.

4000 PONCE DE LEON BLVD., SUITE 650

(Street)

CORAL GABLES FL 33146

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
HEMISPHERE MEDIA GROUP, INC. [ HMTV ]

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

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/04/2018

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	04/04/2018		D		419,383(1)	D	$0	0	I	By Intermedia Partners VII, L.P.(2)
Class A Common Stock								124,570	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)	04/04/2018		D			30,952(4)	(3)	(3)	Class A Common Stock	30,952	$0	650,000	D
Class B Common Stock	(3)	04/04/2018		D			749,758(4)	(3)	(3)	Class A Common Stock	749,758	$0	15,744,913	I	By Gato Investments LP(5)

Explanation of Responses:

1. Represents the forfeiture of shares of Class A Common Stock to Hemisphere Media Group, Inc. (the "Company") pursuant to the terms of the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring and Warrant Purchase Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Holdings, LLC, Brener International Group, LLC, InterMedia Partners VII, L.P. ("IM"), InterMedia Cine Latino, LLC, Cinema Aeropuerto, S.A. de C.V., the Company and the other parties identified therein, whereby the closing sales price of the Class A Common Stock did not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 60 months of April 4, 2013.

2. The reported securities were owned directly by IM, and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Peter M. Kern., as manager of GP, and Leo Hindery, Jr., as manager of GP. GP, as well as Messrs. Kern and Hindery disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

3. In accordance with the terms of the amended and restated certificate of incorporation of the Company, each share of the Company's Class B common stock, par value $0.0001 per share, is convertible in whole or in part at any time at the holder's election into an equal number of fully paid and non-assessable shares of Class A common stock and has no expiration date.

4. Represents the forfeiture of shares of Class B Common Stock to the Company pursuant to the terms of the Equity Restructuring and Warrant Purchase Agreement, whereby the closing sales price of the Class A Common Stock did not equal or exceed $15.00 per share for any 20 trading days within at least one 30-trading day period within 60 months of April 4, 2013.

5. The reported securities are owned directly by Gato Investments LP ("Gato Investments"), and indirectly by Gemini Latin Holdings, LLC (the "General Partner"), as general partner of Gato Investments, and Mr. Kern, as the managing member of the General Partner. The General Partner, as well as Mr. Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein.

	/s/ Peter M. Kern	04/06/2018
	** Signature of Reporting Person	Date
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