SEC Form 4 · accession 0000950142-16-003444
HEMISPHERE MEDIA GROUP, INC. · HMTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Apr 4, 2016
Accepted (ET)
Apr 4, 2016 · 6:25 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001567345
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| CLASS A COMMON STOCKF1,F2,F3 | Apr 4, 2016 | D | 315,152 | $0.00 | D | 1,416,848 | I | By: Azteca Acquisition Holdings, LLC |
| CLASS A COMMON STOCKF4 | holding | — | — | — | 23,751 | D | ||
| CLASS A COMMON STOCKF5 | holding | — | — | — | 7,500 | I | By: Brener International Group, LLC | |
| CLASS A COMMON STOCKF6 | holding | — | — | — | 400 | I | BY CHILDREN |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1Represents 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, dated as of January 22, 2013, by and among Azteca Acquisition Holdings, LLC ("Azteca Holdings"), 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 36 months of April 4, 2013.
- F2Includes 104,000 shares of Class A Common Stock, subject to forfeiture in the event the closing sales price of the Class A Common Stock does 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.
- F3The reported securities are directly held by Azteca Holdings and may be deemed to be indirectly held by Mr. Brener through his membership interest in Azteca Holdings. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F4Does not include 2,435,859 shares of Class A Common Stock that may be deemed to be indirectly held by Mr. Brener, which consists of (a) shares directly held by Azteca Holdings, Brener International Group, LLC ("BIG"), and Mr. Brener's children, as reported herein, and (b) 1,011,111 shares of Class A Common Stock issuable upon the exercise of warrants of the Company directly held by BIG, as previously reported on Mr. Brener's Form 3 filed with the SEC on April 4, 2013. Includes 8,265 shares of restricted stock granted pursuant to the Hemisphere Media Group, Inc. 2013 Equity Incentive Plan which will vest on the day preceding the Company's 2016 annual meeting, subject to the reporting person's continued service as a director on such vesting date.
- F5The reported securities are directly held by BIG, and may be deemed to be indirectly held by Mr. Brener as the manager of BIG, which is manager managed. Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
- F6Mr. Brener disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
Remarks
This report is filed jointly by Mr. Brener and Azteca Holdings, both of whom are 10% owners of the Company's Class A Common Stock. Azteca Holdings also may be deemed a director by virtue of its right to nominate (i) one Class I representative to serve on the Company's board of directors (the "Board") and (ii) one Class II representative to serve on the Board. Mr. Brener currently serves as Azteca Holdings' Class I representative on the Board and John Engelman currently serves as Azteca Holdings' Class II representative on the Board.