Hemisphere Media (HMTV) Form 4 HEMISPHERE MEDIA / James Marvin McNamara 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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X

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^*

McNamara James Marvin

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

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2022

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	09/13/2022		D(1)		45,000	D	$7(2)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Employee Stock Option (Right to Buy)	$15	09/13/2022		D(1)			250,000(3)	(4)	05/16/2023	Class A Common Stock	250,000	$0.00(5)(6)	0	D
Employee Stock Option (Right to Buy)	$11.95	09/13/2022		D(1)			100,000(3)	(7)	11/16/2026	Class A Common Stock	100,000	$0.00(5)(6)	0	D
Employee Stock Option (Right to Buy)	$12.06	09/13/2022		D(1)			50,000(3)	(8)	08/13/2029	Class A Common Stock	50,000	$0.00(5)(6)	0	D
Class B Common Stock	(9)	09/13/2022		D(1)			599,814	(9)	(9)	Class A Common Stock	599,814	$7(2)	0	D

Explanation of Responses:

1. Under the Agreement and Plan of Merger, dated as of May 9, 2022 (the "Merger Agreement"), by and among the Issuer, Hemisphere Media Holdings, LLC ("Holdings LLC"), HWK Parent, LLC, HWK Merger Sub 1, Inc. ("Merger Sub 1"), and HWK Merger Sub 2, LLC ("Merger Sub 2"), (a) Merger Sub 1 merged with and into the Issuer, with the Issuer surviving as the surviving corporation (the "Merger") and (b) substantially simultaneously with the Merger, Merger Sub 2 merged with and into Holdings LLC, with Holdings LLC surviving as the surviving company (together with the Merger, the "Mergers").

2. In the Mergers, each share of the Issuer's Class A Common Stock, par value $0.0001 per share ("Class A Common Stock"), and Class B Common Stock, par value $0.0001 per share ("Class B Common Stock" and together with the Class A Common Stock, the "Hemisphere Common Stock"), issued and outstanding immediately prior to the effective time of the Mergers (the "Effective Time"), other than certain excluded shares pursuant to the terms of the Merger Agreement, was cancelled and extinguished and automatically converted into the right to receive an amount in cash equal to $7.00 per share of Hemisphere Common Stock (the "Merger Consideration"), payable to the holder thereof, without interest, subject to and in accordance with the terms and conditions of the Merger Agreement.

3. Represents options to purchase shares of Class A Common Stock granted pursuant to the Hemisphere Media Group, Inc. Amended and Restated 2013 Equity Incentive Plan.

4. These employee stock options vested in equal annual installments on each of the first three anniversaries of May 16, 2013.

5. In the Mergers, each employee stock option to buy shares of Hemisphere Common Stock (the "Hemisphere Options"), whether vested or unvested, was, by virtue of the Mergers, cancelled and converted into the right to receive an amount in cash, without interest and less any applicable withholding taxes, equal to the product obtained by multiplying (a) the aggregate number of shares of Hemisphere Common Stock subject to such Hemisphere Option immediately prior to the Effective Time by (b) the excess, if any, of the Merger Consideration over the exercise price per share of such Hemisphere Option, provided, that any Hemisphere Option with an exercise price per share that is equal to or greater than the Merger Consideration was automatically canceled at the Effective Time without payment of any consideration.

6. Because the exercise prices of all of the Reporting Person's outstanding employee stock options were above $7.00, all of the Reporting Person's outstanding employee stock options were automatically canceled at the Effective Time.

7. These employee stock options vested in equal annual installments on each of the first three anniversaries of April 9, 2016.

8. These employee stock options vested in equal annual installments on each of the first three anniversaries of April 9, 2019.

9. In accordance with the terms of the amended and restated certificate of incorporation of the Issuer, each share of the Class B Common Stock was 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 had no expiration date.

	/s/ Craig D. Fischer, Attorney-in-Fact	09/13/2022
	** Signature of Reporting Person	Date
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