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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol HEMISPHERE MEDIA GROUP, INC. [ HMTV ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 10/21/2016 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/21/2016 | C(1)(2) | 9,226,420 | A | $0 | 9,226,420 | I | By Intermedia Partners VII, L.P.(3) | ||
| Class A Common Stock | 10/21/2016 | J(4) | 8,807,037 | D | $0 | 419,383(5) | I | By Intermedia Partners VII, L.P.(3) | ||
| Class A Common Stock | 32,516 | D | ||||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Warrants (Right to Purchase) | $6 | 10/21/2016 | J(4) | 700,522 | 04/04/2013 | 04/04/2018(6) | Class A Common Stock | 350,261 | $0 | 744,198 | I | By Intermedia Partners VII, L.P.(3) | |||
| Warrants (Right to Purchase) | $6 | 10/21/2016 | S | 744,198(7) | 04/04/2013 | 04/04/2018(6) | Class A Common Stock | 372,099 | (8) | 0 | I | By Intermedia Partners VII, L.P.(3) | |||
| Warrants (Right to Purchase) | $6 | 10/21/2016 | S | 422,092(7) | 04/04/2013 | 04/04/2018(6) | Class A Common Stock | 211,046 | (8) | 0 | I | By Intermedia Cine Latino, LLC(3) | |||
| Class B Common Stock | (1) | 10/21/2016 | C(1)(2) | 9,226,420 | (1) | (1) | Class A Common Stock | 9,226,420 | $0 | 11,206,042 | I | By Intermedia Partners VII, L.P.(3) | |||
| Class B Common Stock | (1) | 10/21/2016 | J(4) | 680,952 | (1) | (1) | Class A Common Stock | 680,952 | $0 | 10,525,090 | I | By Intermedia Partners VII, L.P.(3) | |||
| Class B Common Stock | (1) | 10/21/2016 | S | 10,525,090(7) | (1) | (1) | Class A Common Stock | 10,525,090 | (8) | 0 | I | By Intermedia Partners VII, L.P.(3) | |||
| Class B Common Stock | (1) | 10/21/2016 | S | 5,969,581(7) | (1) | (1) | Class A Common Stock | 5,969,581 | (8) | 0 | I | By Intermedia Cine Latino, LLC(3) | |||
| Explanation of Responses: |
| 1. In accordance with the terms of Hemisphere Media Group, Inc.'s (the "Company") amended and restated certificate of incorporation, each share of the Class B common stock, par value $0.0001 per share ("Class B common stock"), of the Company 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, par value $0.0001 per share ("Class A common stock"), and has no expiration date. |
| 2. The reported securities have been converted into shares of the Company's Class A common stock prior to being distributed to the limited partners of InterMedia Partners VII, L.P. ("IM"). |
| 3. The reported securities are owned directly by IM, and indirectly by InterMedia Partners, L.P. ("GP"), as general partner of IM, Leo Hindery, Jr., as manager of GP, and Peter M. Kern, as manager of GP. GP, as well as Messrs. Hindery and Kern disclaim beneficial ownership of the reported securities except to the extent of their pecuniary interest therein. |
| 4. The reported securities have been distributed by IM to certain of its limited partners. |
| 5. The reported securities are subject to forfeiture pursuant to the Equity Restructuring Agreement (as defined below) unless the closing sale price of Class A common stock equals or exceeds $15.00 per share for any 20 trading days within at least one 30-trading day period before April 4, 2018 (the "Vesting Condition"). The reported securities have been retained by IM and will distributed on a pro rata basis to certain limited partners upon the satisfaction of the Vesting Condition. |
| 6. Pursuant to the terms of the warrant agreement, as amended by the Assignment, Assumption and Amendment of Warrant Agreement, a form of which was filed with the Securities and Exchange Commission as Annex B to the Company's Amendment No. 3 to its Registration Statement on Form S-4 filed on March 15, 2013, as subsequently amended, the warrants will expire on April 4, 2018 unless the Company is liquidated prior to such time. |
| 7. Of the reported securities disposed, Mr. Hindery held a pecuniary interest in an aggregate of 663,638 shares of Class B common stock and 46,924 warrants to purchase 23,462 shares of Class A common stock. |
| 8. Pursuant to a stock purchase agreement, dated as of September 6, 2016, by and among Gato Investments LP (the "Investor"), IM and InterMedia Cine Latino, LLC ("IM Cine") (the "Stock Purchase Agreement"), the Investor purchased the reported securities at a price of $9.75 per allocable "Security." "Security" means (A) one share of Class B common stock that is not subject to any type of forfeiture, (B) 0.047619 shares of Class B common stock subject to forfeiture pursuant to the Equity Restructuring and Warrant Purchase Agreement (the "Equity Restructuring Agreement"), dated as of January 22, 2013, by and among Azteca Acquisition Corporation, HMG, Azteca Acquisition Holdings, LLC, Brener International Group, LLC, IMP, IM Cine, Cinema Aeropuerto, S.A de C.V and the other parties identified therein and (C) 0.074074 warrants to purchase 0.037037 shares of Class A common stock. |
| /s/ Leo J. Hindery, Jr. | 10/25/2016 | |
| ** 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. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||